EDWARDS LIFESCIENCES CORP (Form: 10-Q, Received: 05/15/2003 08:31:50)

Payout (Assuming 106% Funding and 100% PMO Completion)

Target

Funding @ 106%

Payout

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

FORM 10-Q

(Mark One)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2003
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission file number 1-15525

EDWARDS LIFESCIENCES CORPORATION
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		36-4316614 (I.R.S. Employer Identification No.)
One Edwards Way, Irvine, California (Address of principal executive offices)		92614 (Zip Code)
(949) 250-2500 (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o .

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý No o .

The number of shares outstanding of the registrant's common stock, $1.00 par value, as of April 30, 2003, was 60,943,358.

EDWARDS LIFESCIENCES CORPORATION
FORM 10-Q

For the quarterly period ended March 31, 2003

TABLE OF CONTENTS

		Page Number
Part I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Consolidated Condensed Balance Sheets	1
	Consolidated Condensed Statements of Operations	2
	Consolidated Condensed Statements of Cash Flows	3
	Notes to Consolidated Condensed Financial Statements	4
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	19
Part II. OTHER INFORMATION
Item 1.	Legal Proceedings	20
Item 6.	Exhibits and Reports on Form 8-K	21
Signature		22
Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		23
Exhibits		25

Part I. Financial Information

Item 1. Financial Statements

EDWARDS LIFESCIENCES CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS

(unaudited) (in millions, except share data)

			March 31, 2003			December 31, 2002
ASSETS
Current assets
	Cash and cash equivalents		$	29.8		$	34.2
	Accounts and other receivables, net			124.9			108.4
	Inventories, net			116.3			111.8
	Deferred income taxes			29.2			27.6
	Prepaid expenses and other current assets			50.9			44.4

		Total current assets		351.1			326.4
Property, plant and equipment, net				205.1			209.4
Goodwill				333.8			333.8
Other intangible assets, net				69.5			61.9
Investments in unconsolidated affiliates				23.2			23.5
Deferred income taxes				39.0			38.8
Other assets				14.2			14.4

			$	1,035.9		$	1,008.2

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
	Accounts payable and accrued liabilities		$	189.6		$	197.9

Long-term debt				276.9			245.5

Other liabilities				26.4			25.4

Commitments and contingent liabilities
Stockholders' equity
	Common stock, $1.00 par value, 350,000,000 shares authorized, 60,396,796 and 60,177,275 shares outstanding			60.4			60.2
	Additional contributed capital			416.0			412.0
	Retained earnings			157.9			143.4
	Accumulated other comprehensive income			(51.6	)		(44.7	)
	Common stock in treasury, at cost			(39.7	)		(31.5	)

		Total stockholders' equity		543.0			539.4

			$	1,035.9		$	1,008.2

The accompanying notes are an integral part of these
consolidated condensed financial statements.

EDWARDS LIFESCIENCES CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(unaudited) (in millions, except per share information)

		Three Months Ended March 31,
		2003			2002
Net sales		$	212.5		$	162.3
	Cost of goods sold		89.1			69.1

Gross profit			123.4			93.2
	Selling, general and administrative expenses		71.4			50.7
	Research and development expenses		19.0			15.4
	Purchased in-process research and development expenses		11.8			—
	Other operating income		—			(3.8	)

Operating income			21.2			30.9
	Interest expense, net		2.7			2.8
	Other income, net		(3.6	)		—

Income before provision for income taxes			22.1			28.1
	Provision for income taxes		7.6			7.3

Net income		$	14.5		$	20.8

Share information:
	Earnings per basic share	$	0.25		$	0.35
	Earnings per diluted share	$	0.24		$	0.34
Weighted average number of common shares outstanding
	Basic		58.8			59.3
	Diluted		60.9			61.8

The accompanying notes are an integral part of these
consolidated condensed financial statements.

EDWARDS LIFESCIENCES CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(unaudited) (in millions)

				Three Months Ended March 31,
				2003			2002
Cash flows from operating activities
	Net income			$	14.5		$	20.8
	Income charges (credits) not affecting cash:
		Depreciation and amortization			10.8			9.7
		Other			—			(0.6	)
	Changes in operating assets and liabilities:
		Accounts and other receivables			(14.4	)		(12.4	)
		Inventories			(1.8	)		(0.3	)
		Accounts payable and accrued liabilities			(11.7	)		(15.1	)
		Other			(6.0	)		(3.0	)

			Net cash used in operating activities		(8.6	)		(0.9	)

Cash flows from investing activities
	Capital expenditures				(7.8	)		(7.6	)
	Investments in intangible assets				(9.5	)		(1.7	)
	Proceeds from asset dispositions				5.6			2.3
	Investments in unconsolidated affiliates				(0.7	)		(0.5	)

			Net cash used in investing activities		(12.4	)		(7.5	)

Cash flows from financing activities
	Proceeds from issuance of short-term debt				—			0.4
	Proceeds from issuance of long-term debt				69.1			20.0
	Payments on long-term debt				(39.5	)		(31.1	)
	Purchases of treasury stock				(8.2	)		(1.8	)
	Proceeds from stock plans				3.6			3.3
	Proceeds from accounts receivable securitization, net				2.5			(1.0	)
	Other				(0.3	)		(0.3	)

			Net cash provided by (used in) financing activities		27.2			(10.5	)

Effect of currency exchange rate changes on cash and cash equivalents					(10.6	)		(0.8	)

			Net decrease in cash and cash equivalents		(4.4	)		(19.7	)
Cash and cash equivalents at beginning of period					34.2			47.7

Cash and cash equivalents at end of period				$	29.8		$	28.0

The accompanying notes are an integral part of these
consolidated condensed financial statements.

Edwards Lifesciences Corporation

Notes to Consolidated Condensed Financial Statements

March 31, 2003

(unaudited)

1. BASIS OF PRESENTATION AND ACCOUNTING POLICIES

These interim consolidated condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and should be read in conjunction with the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted.

In the opinion of management of Edwards Lifesciences Corporation (the "Company" or "Edwards Lifesciences"), the interim consolidated condensed financial statements reflect all adjustments considered necessary for a fair presentation of the interim periods. All such adjustments are of a normal, recurring nature. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year.

In December 2002, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure , which amends SFAS No. 123, Accounting for Stock-Based Compensation . SFAS No. 148 provides alternative methods of transition for companies that voluntarily change to the fair value-based method of accounting for stock-based employee compensation, and also requires expanded disclosures in both interim and annual financial statements. During the quarter ended March 31, 2003, the Company adopted the provisions of this statement related to expanded disclosures.

The Company applies the provisions of Accounting Principles Board ("APB") Opinion No. 25, " Accounting for Stock Issued to Employees ," in accounting for stock-based compensation; therefore, no compensation expense has been recognized for its fixed stock option plans as options generally are granted at fair market value based upon the closing price on the date immediately preceding the grant date. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FASB No. 123 (in millions, except per share amounts):

		Three Months Ended March 31,
		2003			2002
Net income, as reported		$	14.5		$	20.8
	Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of tax		(4.0	)		(3.5	)

Pro forma net income		$	10.5		$	17.3

Earnings per basic share:
	Reported net income	$	0.25		$	0.35
	Pro forma net income	$	0.18		$	0.29
Earnings per diluted share:
	Reported net income	$	0.24		$	0.34
	Pro forma net income	$	0.17		$	0.28

Joint Venture in Japan

Subsequent to the distribution of the Company's common stock to stockholders of Baxter International Inc. ("Baxter") on March 31, 2000, the cardiovascular business in Japan was being operated pursuant to a joint venture under which a Japanese subsidiary of Baxter retained ownership of the Japanese business assets, but a subsidiary of Edwards Lifesciences held a 90% profit interest. From April 1, 2000 to September 30, 2002, Edwards Lifesciences (a) recognized its shipments into the joint venture as sales at distributor price at the time the joint venture sold to the end customer, and (b) utilized the equity method of accounting to record its 90% profit interest in the operations of the joint venture in Other Operating Income. On October 1, 2002, the Company acquired from Baxter the cardiovascular business in Japan and began reporting the results of the Japan business on a fully consolidated basis. The acquisition did not materially impact the Company's net income as the terms of the joint venture agreement enabled Edwards Lifesciences to record substantially all of the net profit generated by the Japanese cardiovascular business.

2. ACQUISITION OF ASSETS

On February 18, 2003, as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2002, the Company acquired the endovascular mitral valve repair program of Jomed N.V., a European-based provider of products for minimally invasive vascular intervention, for $20.0 million in cash. The acquisition included all technology and intellectual property associated with the program. The fair market value of the assets acquired consists primarily of patents which are being amortized over their estimated economic life of 17 years. During the quarter ended March 31, 2003, the Company recorded an $11.8 million pretax charge for in-process research and development expenses related to this transaction. The value of the in-process research and development was calculated with the assistance of a third party appraiser using cash flow projections discounted for the risk inherent in such projects. The discount rate used was 30%. The valuation assumed approximately $20 million of additional research and development expenditures would be incurred prior to the date of product introduction. Material net cash inflows were forecasted in the valuation to commence in 2008.

3. INVENTORIES

Inventories consisted of the following (in millions):

	March 31, 2003		December 31, 2002
Raw materials	$	20.5	$	17.4
Work in process		20.9		14.7
Finished products		74.9		79.7

	$	116.3	$	111.8

4. OTHER INTANGIBLE ASSETS

Other intangible assets subject to amortization consisted of the following (in millions):

March 31, 2003		Patents			Unpatented Technology			Other			Total
Cost		$	106.6		$	36.3		$	5.8		$	148.7
Accumulated amortization			(59.7	)		(16.1	)		(3.4	)		(79.2	)

	Net carrying value	$	46.9		$	20.2		$	2.4		$	69.5

December 31, 2002
Cost		$	96.8		$	36.3		$	5.8		$	138.9
Accumulated amortization			(58.2	)		(15.5	)		(3.3	)		(77.0	)

	Net carrying value	$	38.6		$	20.8		$	2.5		$	61.9

Amortization expense related to other intangible assets for the quarters ended March 31, 2003 and 2002 was $2.2 million and $2.4 million, respectively. Estimated amortization expense for each of the years ending December 31 is as follows (in millions):

2003		$8.8
2004		8.8
2005		8.7
2006		8.6
2007		8.6

5. CONVERTIBLE SENIOR DEBT

On May 9, 2003, the Company issued $125.0 million of convertible senior debentures, bearing an interest rate of 3.875% per annum due May 15, 2033. Interest is payable semi-annually in May and November. Beginning on May 15, 2008, the Company may be required to pay additional interest contingent upon certain events and conditions. Issuance costs of approximately $3.6 million will be amortized to interest expense over 5 years. Holders of the convertible debentures may upon certain conditions convert their debentures into shares of the Company's common stock at an initial conversion price of $54.66.

Holders of the debentures have the right to require the Company to purchase all or a portion of their debentures at a price equal to 100% of the principal amount of the debentures plus any accrued interest on May 15, 2008, May 15, 2013, and May 15, 2018. The Company will pay cash for all debentures so purchased on May 15, 2008. For any debentures purchased by the Company on May 15, 2013, or May 15, 2018, the Company may at its option pay the purchase price for any such debentures in cash or in shares of the Company's common stock or any combination thereof. The Company must pay all accrued interest in cash.

The Company may redeem for cash all or part of the debentures, at any time and from time to time, on or after May 15, 2008, at a redemption price equal to 100% of the principal amount of the debentures to be redeemed plus any accrued interest.

If the Company undergoes a change in control prior to May 15, 2008, holders of the debentures have the right to require the Company to purchase all or any portion of their debentures at a purchase price equal to 100% of the principal amount of the debentures being purchased plus any accrued interest. The Company may at its option pay the purchase price for any debentures that holders require to be purchased upon a change in control in cash or in shares of the Company's common stock or any combination thereof. The Company must pay accrued interest in cash.

6. COMMITMENTS AND CONTINGENCIES

On June 29, 2000, Edwards Lifesciences filed a lawsuit against St. Jude Medical, Inc. alleging infringement of three Edwards Lifesciences United States patents. This lawsuit was filed in the United States District Court for the Central District of California, seeking monetary damages and injunctive relief. St. Jude has answered and asserted various affirmative defenses and counterclaims with respect to the lawsuits. On April 9, 2002, a fourth Edwards Lifesciences United States patent was added to the lawsuit. Discovery and pretrial hearings are proceeding.

Edwards Lifesciences is or may be, a party to, or may be otherwise responsible for, pending or threatened lawsuits or other claims related to products and services currently or formerly manufactured or performed, as applicable, by Edwards Lifesciences or other matters. Such cases and claims may raise difficult and complex factual and legal issues and may be subject to many uncertainties and complexities, including, but not limited to, the facts and circumstances of each particular case or claim, the jurisdiction in which each suit is brought, and differences in applicable law. Upon resolution of any pending legal matters or other claims, Edwards Lifesciences may incur a charge or charges in excess of presently established reserves. While any such charge could have a material adverse impact on Edwards Lifesciences' net income or net cash flows in the period in which it is recorded or paid, management believes that no such charge relating to any currently pending lawsuit or other claim would have a material adverse effect on Edwards Lifesciences' consolidated financial position.

Edwards Lifesciences also is subject to various environmental laws and regulations both within and outside of the United States. The operations of Edwards Lifesciences, like those of other medical device companies, involve the use of substances regulated under environmental laws, primarily in manufacturing and sterilization processes. While it is difficult to quantify the potential impact of compliance with environmental protection laws, management believes that such compliance will not have a material impact on Edwards Lifesciences' net income, cash flows or financial position.

7. COMPREHENSIVE INCOME

Reconciliation of net income to comprehensive income is as follows (in millions):

		Three Months Ended March 31,
		2003			2002
Net income		$	14.5		$	20.8
Other comprehensive income:
	Currency translation adjustments, net of tax		(4.1	)		4.8
	Unrealized net gain (loss) on investments in unconsolidated affiliates, net of tax		(0.4	)		0.7
	Unrealized net loss on cash flow hedges, net of tax		(2.4	)		(0.5	)

Comprehensive income		$	7.6		$	25.8

8. EARNINGS PER SHARE

A reconciliation of the shares used in the basic and diluted per share computations is as follows (in millions):

		Three Months Ended March 31,
		2003	2002
Basic shares outstanding		58.8	59.3
	Dilutive effect of employee stock options	2.1	2.5

Diluted shares outstanding		60.9	61.8

Anti-dilutive stock options to purchase 2.6 million and 0.2 million shares of common stock were excluded from the computation of diluted shares outstanding for the quarters ended March 31, 2003 and 2002, respectively.

9. SEGMENT INFORMATION

Edwards Lifesciences manages its business on the basis of one reportable segment. The Company's products and technologies share similar distribution channels and customers and are sold principally to hospitals and physicians. Management evaluates its various global product portfolios on a revenue basis, which is presented below, and profitability is generally evaluated on an enterprise-wide basis due to shared infrastructures. Edwards Lifesciences' principal markets are the United States, Europe and Japan.

Geographic area data includes net sales, based on product shipment destination, and long-lived asset data, based upon physical location.

	Three Months Ended March 31,
	2003		2002
	(in millions)
Net Sales by Geographic Area
United States	$	97.0	$	94.8
Japan (Note 1)		49.1		16.2
Europe		47.2		36.5
Other countries		19.2		14.8

	$	212.5	$	162.3

Net Sales by Major Product and Service Lines
Cardiac Surgery	$	107.4	$	87.7
Critical Care		66.4		52.6
Vascular		13.8		11.8
Perfusion		13.7		9.5
Other Distributed Products		11.2		0.7

	$	212.5	$	162.3

	March 31, 2003		December 31, 2002
	(in millions)
Long-Lived Assets by Geographic Area
United States	$	569.4	$	572.2
Other countries		76.4		70.8

	$	645.8	$	643.0

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Company intends the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in these sections. All statements other than statements of historical fact in this report or referred to or incorporated by reference into this report are "forward-looking statements" for purposes of these sections. These statements include, among other things, any predictions of earnings, revenues, expenses or other financial items, any statements of the plans, strategies and objectives of management for future operations, any statements concerning proposed new products, any statements regarding future economic conditions, any statements concerning our future operations, financial conditions and prospects, and any statement of assumptions underlying any of the foregoing. These statements can sometimes be identified by the use of the forward-looking words such as "may," "believe," "will," "expect," "project," "estimate," "anticipate," "plan," "continue," "seek," "pro forma," or "intend" or similar words or expressions of the negative thereof. Investors are cautioned not to unduly rely on such forward-looking statements. These forward-looking statements are subject to substantial risks and uncertainties that could cause the Company's future business, financial condition, results of operations, or performance to differ materially from the Company's historical results or those expressed in any forward-looking statements contained in this report. Investors should carefully review the information contained in the Company's Current Report on Form 8-K dated May 13, 2003, and elsewhere in, or incorporated by reference into, the Company's Annual Report on Form 10-K for the year ended December 31, 2002, or this report.

The following discussion and analysis presents the factors that had a material effect on the results of operations of Edwards Lifesciences during the three months ended March 31, 2003. Also discussed is Edwards Lifesciences' financial position as of March 31, 2003. You should read this discussion in conjunction with Company's Annual Report on Form 10-K for the year ended December 31, 2002 and the historical consolidated condensed financial statements and related notes included elsewhere in this Form 10-Q.

Certain disclosures prepared in accordance with generally accepted accounting principles ("GAAP") contained in this discussion are accompanied by disclosures that are not prepared in conformity with GAAP. These non-GAAP disclosures exclude the impacts of fluctuations in foreign currency exchange rates and reflect our cardiovascular business in Japan (which prior to October 1, 2002, was operated through a joint venture) as if it had been our wholly-owned subsidiary for the first quarter of 2002 (see "Joint Venture in Japan"). The Company has included this non-GAAP information because the Company's management believes that it provides a more meaningful comparison of the Company's operating results for the periods presented in this discussion and of the Company's ongoing operations.

Overview

Edwards Lifesciences is a global provider of products and technologies that are designed to treat advanced cardiovascular disease. Edwards Lifesciences focuses on providing products and technologies to address four main cardiovascular disease states:

•: heart valve disease;
•: coronary artery disease;
•: peripheral vascular disease; and
•: congestive heart failure.

The products and services provided by Edwards Lifesciences to treat cardiovascular disease are categorized into five main areas:

•: Cardiac surgery;
•: Critical care;
•: Vascular;
•: Perfusion; and
•: Other distributed products.

Edwards Lifesciences' cardiac surgery portfolio is comprised primarily of products relating to heart valve therapy, transmyocardial revascularization, and cannulation used during open-heart surgery. Edwards Lifesciences is the world's leading manufacturer in, and has been a pioneer in the development and commercialization of, tissue heart valves and repair products used to replace or repair a patient's diseased or defective heart valve. In the critical care area, Edwards Lifesciences is a world leader in hemodynamic monitoring systems used to measure a patient's heart function, and also provides central venous access products for fluid and drug delivery. Edwards Lifesciences' vascular portfolio includes a line of balloon catheter-based products, surgical clips and inserts, angioscopy equipment, artificial implantable grafts, and an endovascular system used to treat life-threatening abdominal aortic aneurysms less invasively than conventional surgical procedures. In the perfusion category, Edwards Lifesciences develops, manufactures and markets, in regions outside the United States and Western Europe, a diverse line of disposable products used during cardiopulmonary bypass procedures, including oxygenators, blood containers, filters and related devices. Lastly, other distributed products include sales of intra-aortic balloon pumps, pacemakers, angioplasty systems and other products sold though our distribution network in Japan, and miscellaneous pharmaceutical products sold in the United States.

Joint Venture in Japan

Results of Operations

Net Sales Trends

The following is a summary of United States and international net sales (dollars in millions):

		Three Months Ended March 31,
		Three Months Ended March 31,				Percent Change
		2003		2002		Percent Change
United States		$	97.0	$	94.8	2.3	%
International			115.5		67.5	71.1	%

	Total net sales	$	212.5	$	162.3	30.9	%

The net sales increase in the United States for the three months ended March 31, 2003 was due primarily to increased sales of cardiac surgery products. The increase in international net sales was due primarily to the change in accounting for sales in Japan (see "Joint Venture in Japan"). Assuming the Japan business was consolidated for the three months ended March 31, 2002, international net sales for the quarter ended March 31, 2003 would have increased 28.0%. Additionally, excluding the impact of changes in foreign currency exchange rates (primarily the movement of the United States dollar against the Euro and the Japanese Yen), international net sales for the quarter ended March 31, 2003 would have increased 14.4%. This adjusted international increase was due primarily to (a) an increase in sales of cardiac surgery and critical care products and (b) the assumption of direct sales responsibility and the associated buy-back of inventory in several small countries during the quarter ended March 31, 2002.

The impact of foreign currency exchange rate fluctuations on net sales would not necessarily be indicative of the impact on net income due to the corresponding effect of foreign currency exchange rate fluctuations on international manufacturing and operating costs, and Edwards Lifesciences' hedging activities.

Net Sales by Product Line

The following table is a summary of net sales by product line (dollars in millions):

		Three Months Ended March 31,
		Three Months Ended March 31,				Percent Change
		2003		2002		Percent Change
Cardiac Surgery		$	107.4	$	87.7	22.5	%
Critical Care			66.4		52.6	26.2	%
Vascular			13.8		11.8	16.9	%
Perfusion			13.7		9.5	44.2	%
Other Distributed Products			11.2		0.7	NM

	Total net sales	$	212.5	$	162.3	30.9	%

Commencing October 1, 2002, the Company began reporting the results of its Japan business on a fully consolidated basis. Assuming the Japan business was consolidated for the quarter ended March 31, 2002, net sales by product line would have been as follows (dollars in millions):

		Three Months Ended March 31,
		Three Months Ended March 31,				Percent Change
		2003		2002		Percent Change
Cardiac Surgery		$	107.4	$	89.9	19.5	%
Critical Care			66.4		57.9	14.7	%
Vascular			13.8		12.4	11.3	%
Perfusion			13.7		14.0	(2.1	)%
Other Distributed Products			11.2		10.8	3.7	%

	Total net sales	$	212.5	$	185.0	14.9	%

Assuming the Japan business was consolidated for the quarter ended March 31, 2002, and excluding the impact of foreign currency exchange rate fluctuations, net sales by product line ("Adjusted Net Sales") would have changed as follows (dollars in millions):

		Three Months Ended March 31,
		Three Months Ended March 31,				Percent Change
		2003		2002		Percent Change
Cardiac Surgery		$	107.4	$	94.1	14.1	%
Critical Care			66.4		61.8	7.4	%
Vascular			13.8		13.3	3.8	%
Perfusion			13.7		14.7	(6.8	)%
Other Distributed Products			11.2		11.9	(5.9	)%

	Total net sales	$	212.5	$	195.8	8.5	%

Cardiac Surgery

The Adjusted Net Sales growth in cardiac surgery products resulted primarily from strong sales growth of pericardial tissue valves and valve repair products in Japan and other international markets. Several new products launched in 2002 also contributed to the Adjusted Net Sales growth for the quarter ended March 31, 2003.

During the quarter ended March 31, 2003, the Company acquired the endovascular mitral valve repair program of Jomed N.V., a European-based provider of products for minimally invasive vascular intervention (see "Purchased in-process research and development expenses"). Management considers endovascular valve repair to be an important opportunity in the field of heart valve therapy and the Jomed program complements the Company's existing programs in this field.

Critical Care

The Adjusted Net Sales growth in critical care products was due primarily to physicians' continuing conversion to more advanced technology catheter products. Additionally, the Company had significant growth in emerging markets and Japan, as well as strong hemofiltration sales in Europe. Adjusted Net Sales growth was partially offset by the decline in base hemodynamic catheters. Critical care products have been, and are expected to continue to be, significant contributors to Edwards Lifesciences' total sales.

Vascular

The Adjusted Net Sales growth for vascular products for 2003 was due primarily to sales of the Lifepath AAA endovascular graft system in Europe and strong sales of base vascular products in developing markets.

Management continues to see opportunities in less invasive peripheral vascular disease treatments and intends to build on the Company's strong base franchise by developing and marketing products such as (a) its Lifepath AAA endovascular graft system, which is currently being marketed in Europe and undergoing clinical studies in the United States, and (b) peripheral stents, which are anticipated to be introduced in mid-2003.

Perfusion

The Adjusted Net Sales decrease for perfusion was due primarily to the planned reduction of distributed product sales.

Other Distributed Products

Other distributed products include sales of intra-aortic balloon pumps, pacemakers, angioplasty systems and other products sold though the Company's distribution network in Japan, and miscellaneous pharmaceutical products sold in the United States. The decrease in Adjusted Net Sales is due to particularly strong sales in Japan during the quarter ended March 31, 2002.

Gross Profit

		Three Months Ended March 31,
		2003		2002
Gross profit as a percentage of net sales		58.1	%	57.4	%

Reflecting the Japanese business on a consolidated basis for the quarter ended March 31, 2002, gross profit as a percentage of net sales ("Adjusted Percentage") would have been 58.0%. The increase in the Adjusted Percentage resulted primarily from increased sales of higher-margin cardiac surgery products, partially offset by the impact of foreign currency exchange rates.

Selling, General and Administrative (SG&A) Expenses

		Three Months Ended March 31,
		2003		2002
SG&A expenses as a percentage of net sales		33.6	%	31.2	%

Reflecting the Japanese business on a consolidated basis for the quarter ended March 31, 2002, SG&A expenses as a percentage of net sales ("Adjusted Percentage") would have been 32.7%. The increase in the Adjusted Percentage was due primarily to the impact of foreign currency exchange rates and greater spending for growth initiatives.

Research and Development Expenses

		Three Months Ended March 31,
		2003		2002
Research and development expenses as a percentage of net sales		8.9	%	9.5	%

Reflecting the Japanese business on a consolidated basis for the quarter ended March 31, 2002, research and development expenses as a percentage of net sales ("Adjusted Percentage") would have been 8.7%. The increase in the Adjusted Percentage was due primarily to investments in experienced talent related to new platforms in the cardiac surgery and vascular product lines.

Purchased in-process research and development expenses

During the three months ended March 31, 2003, the Company recorded an $11.8 million pretax charge for in-process research and development expenses associated with the $20.0 million acquisition of intellectual property and assets related to Jomed's endovascular mitral valve repair program. The value of the in-process research and development was calculated with the assistance of a third party appraiser using cash flow projections discounted for the risk inherent in such projects. The discount rate used was 30%. The valuation assumed approximately $20 million of additional research and development expenditures would be incurred prior to the date of product introduction. Material net cash inflows were forecasted in the valuation to commence in 2008.

Other Operating Income

Other operating income for the three months ended March 31, 2002 represented the Company's 90% profit interest in the cardiovascular business in Japan, which was recorded utilizing the equity method of accounting through September 30, 2002. As a result of the acquisition of the Japanese business on October 1, 2002, there was no other operating income during the three months ended March 31, 2003. For more information, see "Joint Venture in Japan."

Interest Expense, net

Interest expense, net was $2.7 million and $2.8 million during the three months ended March 31, 2003 and 2002, respectively. The decrease in interest expense, net resulted primarily from the Company's reduction of debt.

Other Income, net

The following is a summary of other (income) expense, net (in millions):

	Three Months Ended March 31,
	2003			2002
Foreign exchange gains	$	(5.6	)	$	0.0
Sale of property development rights		—			(1.8	)
Asset dispositions and write-downs, net		0.8			1.1
Accounts receivable securitization discount fees		0.4			0.5
Other		0.8			0.2

	$	(3.6	)	$	0.0

Foreign exchange gains relate primarily to the favorable impact of Euro and Japanese Yen exchange rates related to the structure of the Company's acquisition of the cardiovascular business in Japan effective October 1, 2002 (the cardiovascular business in Japan is owned by one of the Company's European subsidiaries). The Company has mitigated this exposure and does not expect similar significant foreign exchange gains or losses in future periods resulting from this transaction.

Provision for Income Taxes

The effective income tax rate was 34.4% and 26.0% for the three months ended March 31, 2003 and 2002, respectively. The increase in the effective income tax rate for the quarter ended March 31, 2003, was due to the in-process research and development charge being incurred in a low tax jurisdiction (see "Purchased in-process research and development expenses"). Excluding the impact of the in-process research and development charge, the effective income tax rate would have been 26.0% for the quarter ended March 31, 2003.

Liquidity and Capital Resources

The Company's sources of cash liquidity include cash and cash equivalents, cash from operations, proceeds from a convertible debt offering, amounts available under credit facilities, accounts receivables securitization facilities and other external sources of funds. The Company believes that these sources are sufficient to fund the current requirements of working capital, capital expenditures and other financial commitments. The Company further believes that it has the financial flexibility to attract long-term capital to fund short-term and long-term growth objectives. However, no assurances can be given that such long-term capital will be available to Edwards Lifesciences on favorable terms, or at all.

As of March 31, 2003, the Company had two unsecured revolving credit agreements providing for up to an aggregate of $530.0 million in borrowings in multiple currencies. One of the credit agreements provides for long-term borrowings up to an aggregate of $430.0 million and expires on March 30, 2005 (the "Five Year Credit Facility"). The other credit agreement provides for borrowings up to an aggregate of $100.0 million through March 25, 2004 (the "364 Day Facility"). In March 2003, the Company extended the expiration date of the 364 Day Facility to March 25, 2004. As of March 31, 2003, borrowings of $276.9 million were outstanding under the Five Year Credit Facility and no borrowings were outstanding under the 364 Day Facility. All amounts outstanding under the Five Year Credit Facility have been classified as long-term obligations, as these borrowings will continue to be refinanced pursuant to this credit facility. The credit facilities contain various financial and other covenants, all of which the Company was in compliance with at March 31, 2003.

The Company also has two securitization programs whereby certain of our subsidiaries sell, without recourse, on a continuous basis, an undivided interest in certain eligible pools of trade accounts receivable. As of March 31, 2003, the Company had sold a total of $85.6 million of trade accounts receivable and received funding of $69.6 million under both programs. One of the securitization programs expires December 3, 2005, and the other expires in December 2003 and is expected to be renewed.

On May 9, 2003, the Company issued $125.0 million of senior convertible debentures bearing an interest rate of 3.875% per annum due May 15, 2033. A portion of the net proceeds from the senior debentures were used to repurchase approximately 915,000 shares of the Company's common stock for a total price of approximately $26.3 million. The remaining net proceeds will be used for general corporate purposes, which may include the purchase of additional shares of our common stock and the repayment of indebtedness. Pending use of the remaining net proceeds, Edwards Lifesciences intends to invest those funds in short-term investments or to use those funds to temporarily reduce borrowings under revolving credit facilities. Interest on the debentures is payable semi-annually in May and November. Issuance costs of approximately $3.6 million will be amortized to interest expense over the term of the senior debentures. For more information see Note 5 to the consolidated condensed financial statements.

At March 31, 2003, there have been no material changes in the Company's significant contractual obligations and commercial commitments as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2002.

Cash flows used in operating activities for the three months ended March 31, 2003, increased $7.7 million from the same period a year ago due primarily to reduced earnings (before non-cash items), which resulted primarily from the purchased in-process research and development charge (see "Purchased in-process research and development expenses").

Cash used in investing activities for the three months ended March 31, 2003, consisted primarily of $7.8 million of capital expenditures and $9.5 million in patent related investments, primarily the acquisition of Jomed's intellectual property (see "Purchased in-process research and development expenses"). Offsetting these uses of cash were $5.6 million of proceeds from the sale of an idle manufacturing facility and other machinery and equipment.

Cash provided by financing activities for the three months ended March 31, 2003, consisted primarily of $29.6 million of net proceeds from long-term debt borrowings. During the three months ended March 31, 2003, the Company repurchased approximately 314,000 shares of its common stock, for an aggregate of $8.2 million, bringing the total shares repurchased through March 31, 2003, to approximately 1.6 million (out of 2.0 million shares initially authorized to be repurchased).

The Company's Board of Directors approved a second stock repurchase program, effective as of May 6, 2003, authorizing the Company to purchase on the open market and in privately negotiated transactions up to an additional 2.0 million shares of the Company's outstanding common stock through December 31, 2005.

For the period April 1, 2003, through May 9, 2003, the Company repurchased no shares under the initial stock repurchase program and approximately 915,000 shares at an aggregate cost of $26.3 million under the new stock repurchase program.

Critical Accounting Policies

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States which require the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the periods reported. Actual results could differ from those estimates. Information with respect to the Company's critical accounting policies which the Company believes could have the most significant effect on the Company's reported results and require subjective or complex judgments by management is contained on pages 31-34 in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, of the Company's Annual Report on Form 10-K for the year ended December 31, 2002. Management believes that at March 31, 2003, there has been no material change to this information.

New Accounting and Disclosure Standards Issued

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends and clarifies financial accounting and reporting for hedging activities and derivative instruments including certain derivative instruments embedded in other contracts. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003 and is not expected to have a material impact on the Company's consolidated condensed financial statements.

New Accounting and Disclosure Standards Adopted

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143, which changes the accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. Adoption of this standard

in the quarter ended March 31, 2003, did not have a material impact on the Company's consolidated condensed financial statements.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 changes the accounting and reporting for costs associated with exit or disposal activities, termination benefits and other costs to exit an activity, including certain costs incurred in a restructuring. Adoption of this standard in the quarter ended March 31, 2003, did not have a material impact on the Company's consolidated condensed financial statements.

In December 2002, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure , which amends SFAS No. 123, Accounting for Stock-Based Compensation . SFAS No. 148 provides alternative methods of transition for companies that voluntarily change to the fair value-based method of accounting for stock-based employee compensation, and also requires expanded disclosures in both interim and annual financial statements. During the quarter ended March 31, 2003, the Company adopted the provisions of this statement related to expanded disclosures (see Note 1 to the consolidated condensed financial statements).

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

For a discussion of the Company's exposure to interest rate risk, refer to Item 7A, "Quantitative and Qualitative Disclosures About Market Risk" on pages 35-37 of the Company's Annual Report on Form 10-K for the year ended December 31, 2002. There have been no significant changes from the information discussed therein.

Currency Risk

For a discussion of the Company's exposure to foreign currency risk, refer to Item 7A, "Quantitative and Qualitative Disclosures About Market Risk" on pages 35-37 of the Company's Annual Report on Form 10-K for the year ended December 31, 2002. There have been no significant changes from the information discussed therein.

Credit Risk

For a discussion of the Company's exposure to credit risk, refer to Item 7A, "Quantitative and Qualitative Disclosures About Market Risk" on pages 35-37 of the Company's Annual Report on Form 10-K for the year ended December 31, 2002. There have been no significant changes from the information discussed therein.

Concentrations of Credit Risk

In the normal course of business, Edwards Lifesciences provides credit to customers in the health care industry, performs credit evaluations of these customers and maintains reserves for probable credit losses, which have been adequate, based upon historical experience.

Investment Risk

Edwards Lifesciences is exposed to risks related to changes in the fair values of its investments in unconsolidated affiliates. The Company invests in equity securities of public and private companies. These investments are classified in "Investments in unconsolidated affiliates" on the consolidated balance sheets.

At March 31, 2003, the Company had approximately $23.2 million of investments in equity securities and had recorded unrealized losses on these investments of $7.3 million in "Accumulated Other Comprehensive Income," net of tax. Management considers these declines temporary in nature based upon the individual companies' operating results, financial condition and achievement of product development milestones. Should these companies experience a decline in financial condition or fail to meet certain development milestones, the decline in the investments values may be considered other than temporary and impairment charges may be necessary.

Item 4. Controls and Procedures

The Company's management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the Company's disclosure controls and procedures as of a date within 90 days of the filing of this report on Form 10-Q. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have determined that such controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to them, particularly during the period in which this Form 10-Q was being prepared. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to the date of the evaluation.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 6. Exhibits and Reports on Form 8-K.

(a)	Exhibits
	Exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index hereto and include the following:
	3.1	Restated Certificate of Incorporation
	4.1	Form of Debenture (Exhibit A to the Indenture listed below as Exhibit 4.2)
	4.2	Indenture, dated as of May 9, 2003, between Edwards Lifesciences Corporation and JPMorgan Chase Bank, as Trustee
	4.3	Rights Agreement, dated as of March 31, 2000
	10.1	Registration Rights Agreement, dated as of May 9, 2003
	10.2	Second Amendment and Restatement, dated March 27, 2003, to the 364-day Credit Agreement
	*10.3	Long-Term Stock Incentive Compensation Program (amended and restated as of February 20, 2003)
	*10.4	2001 Employee Stock Purchase Plan for United States Employees (amended and restated as of February 20, 2003)
	*10.5	2001 Employee Stock Purchase Plan for International Employees (amended and restated as of February 20, 2003)
	*10.6	Executive Option Plan (as amended and restated May 14, 2003)
	*10.7	Edwards Lifesciences Corporation 2003 Incentive Plan
	*10.8	Form of Employment Agreement
	99.1	Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
	99.2	Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
(b)	Reports on Form 8-K
	None

* Represents management contract or compensatory plan.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		EDWARDS LIFESCIENCES CORPORATION (Registrant)
Date: May 14, 2003		By:		/s/ CORINNE H. LYLE Corinne H. Lyle Corporate Vice President, Chief Financial Officer and Treasurer (Chief Accounting Officer)

EDWARDS LIFESCIENCES CORPORATION

CERTIFICATIONS PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Michael A. Mussallem, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Edwards Lifesciences Corporation;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a): designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b): evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c): presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a): all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b): any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 14, 2003

By: /s/ Michael A. Mussallem
Michael A. Mussallem
Chairman of the Board and
Chief Executive Officer

EDWARDS LIFESCIENCES CORPORATION

CERTIFICATIONS PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Corinne H. Lyle, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Edwards Lifesciences Corporation;

2.

3.

4.

a): designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b): evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c): presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

a): all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b): any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

Date: May 14, 2003

By: /s/ Corinne H. Lyle
Corinne H. Lyle
Corporate Vice President,
Chief Financial Officer and Treasurer
(Chief Accounting Officer)

EXHIBITS FILED WITH SECURITIES AND EXCHANGE COMMISSION

Exhibit No.		Description
3.1		Restated Certificate of Incorporation
4.1		Form of Debenture (Exhibit A to the Indenture listed below as Exhibit 4.2)
4.2		Indenture, dated as of May 9, 2003, between Edwards Lifesciences Corporation and JPMorgan Chase Bank, as Trustee
4.3		Rights Agreement, dated as of March 31, 2000
10.1		Registration Rights Agreement, dated as of May 9, 2003
10.2		Second Amendment and Restatement, dated March 27, 2003, to the 364-day Credit Agreement
*10.3		Long-Term Stock Incentive Compensation Program (amended and restated as of February 20, 2003)
*10.4		2001 Employee Stock Purchase Plan for United States Employees (amended and restated as of February 20, 2003)
*10.5		2001 Employee Stock Purchase Plan for International Employees (amended and restated as of February 20, 2003)
*10.6		Executive Option Plan (as amended and restated May 14, 2003)
*10.7		Edwards Lifesciences Corporation 2003 Incentive Plan
*10.8		Form of Employment Agreement
99.1		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Represents management contract or compensatory plan.

QuickLinks

TABLE OF CONTENTS
Part I. Financial Information

Item 1. Financial Statements

CONSOLIDATED CONDENSED BALANCE SHEET SEPTEMBER 30, 2002 (unaudited)(in millions)
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (unaudited)(in millions, except per share information)
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (unaudited)(in millions)
Notes to Consolidated Condensed Financial Statements March 31, 2003 (unaudited)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 6. Exhibits and Reports on Form 8-K.

SIGNATURE
EDWARDS LIFESCIENCES CORPORATION CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
EDWARDS LIFESCIENCES CORPORATION CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBITS FILED WITH SECURITIES AND EXCHANGE COMMISSION

Exhibit 3.1

RESTATED
CERTIFICATE OF INCORPORATION
OF
EDWARDS LIFESCIENCES CORPORATION

*****

The undersigned, Michael A. Mussallem, certifies that he is the Chairman of the Board and Chief Executive Officer of Edwards Lifesciences Corporation, a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), and does hereby further certify as follows:

(1) The name of the Corporation is Edwards Lifesciences Corporation.

(2) The name under which the Corporation was originally incorporated was CVG Controlled Inc. and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on September 10, 1999.

(3) This Restated Certificate of Incorporation is duly adopted in accordance with the provisions of Section 245 of the General Corporation Law of the State of Delaware and only restates and integrates and does not further amend the provisions of the Certificate of Incorporation, as theretofore amended or supplemented, and there is no discrepancy between such provisions and the provisions of this Restated Certificate of Incorporation.

(4) Attached hereto as Exhibit A is a copy of the Certificate of Designations of Series A Junior Participating Preferred Stock setting forth the designations, powers, preferences and relative and other special rights and the qualifications, limitations and restrictions of such preferred stock (the "Certificate of Desginations") as filed with the Delaware Secretary of State on March 31, 2000. The Certificate of Designations shall remain in full force and effect following the filing of this Restated Certificate of Incorporation.

(5) The text of the Restated Certificate of Incorporation of the Corporation is restated to read in its entirety, as follows:

FIRST: The name of the Corporation is Edwards Lifesciences Corporation.

SECOND: The registered office of the Corporation in the State of Delaware is located at 1209 Orange Street in the City of Wilmington, County of New Castle. The name of the registered agent of the Corporation is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is Four Hundred Million (400,000,000) shares, of which Fifty Million (50,000,000) shares, par value $.01 per share, shall be preferred stock (the "Preferred Stock") and of which Three Hundred Fifty Million (350,000,000) shares, par value $1.00 per share, shall be common stock (the "Common Stock").

Authority is hereby granted to and vested in the Board of Directors of the Corporation to issue Preferred Stock in one or more series and in connection therewith to fix by resolutions providing for the issuance of such series the number of shares to be included in each such series, and the designations, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof, to the full extent now and hereafter permitted by the laws of the State of Delaware. Without limiting the generality of the grant of authority contained in the preceding sentence, the Board of Directors is authorized to

determine any or all of the following, and the shares of each series may vary from the shares of any other series in any or all of the following respects:

1.: The number of shares of such series (which may subsequently be increased, except as otherwise provided by the resolutions of the Board of Directors providing for the issue of such series, or decreased to a number not less than the number of shares then outstanding) and the distinctive designation thereof;
2.: The dividend rights, if any, of such series, the dividend preferences, if any, as between such series and any other class or series of stock, whether and the extent to which shares of such series shall be entitled to participate in dividends with shares of any other series or class of stock, whether and the extent to which dividends on such series shall be cumulative, and any limitations, restrictions or conditions on the payment of such dividends;
3.: The time or times during which, the price or prices at which, and any other terms or conditions on which the shares of such series may be redeemed, if redeemable;
4.: The rights of such series, and the preferences, if any, as between such series and any other class or series of stock, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation and whether and the extent to which shares of any such series shall be entitled to participate in such event with any other class or series of stock;
5.: The voting powers, if any, in addition to the voting powers prescribed by law of shares of such series and, to the extent not prohibited by applicable law, voting powers which may exceed one vote per share, and the terms of exercise of such voting powers;
6.: Whether shares of such series shall be convertible into or exchangeable for shares of any other series or class of stock, or any other securities, and the terms and conditions, if any, applicable to such rights; and
7.: The terms and conditions, if any, of any purchase, retirement or sinking fund which may be provided for the shares of such series.

FIFTH: Subject to the rights of the holders of the Preferred Stock or any series thereof to elect additional directors under specific circumstances, the number of directors which shall constitute the whole Board of Directors of the Corporation shall be the number from time to time fixed by the Board of Directors. A decrease in the number of directors shall not affect the term of office of any director then in office.

Subject to the rights of the holders of the Preferred Stock or any series thereof to fill any newly-created directorships or vacancies, any vacancy on the Board of Directors that results from an increase in the number of directors, or for any other reason, may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

Subject to the rights of the holders of any series of Preferred Stock, any director may be removed from office at any time, but only for cause and only by the affirmative vote of at least a majority of the then outstanding shares entitled to vote for the election of such director.

Unless the Corporation's Bylaws specify otherwise, the election of directors of the Corporation need not be by written ballot.

SIXTH: The directors, other than those who may be elected by the holders of any series of Preferred Stock under specific circumstances, shall be divided into three classes, as nearly equal in number as possible, and designated as Class I, Class II and Class III. The initial term of office of the Class I directors shall expire at the 2001 annual meeting of stockholders, the initial term of office of the Class II directors shall expire at the 2002 annual meeting of stockholders and the initial term of office of the Class III directors shall expire at the 2003 annual meeting of stockholders. Members of each class shall hold office until their successors shall have been duly elected and qualified. At each annual meeting of stockholders, beginning with the 2001 annual meeting of stockholders, the successors of the class of directors whose terms are expiring shall be elected for a term expiring at the third succeeding annual meeting of stockholders or thereafter in each case until their respective successors are duly elected and qualified, subject to death, resignation, retirement or removal from office.

Any new positions created as a result of the increase in the number of directors shall be allocated to make the classes of directors as nearly equal as possible. Any director elected to fill a term resulting from an increase in the number of directors shall have the same term as the other members of such director's class. A director elected to fill any other vacancy shall have the same remaining term as that of such director's predecessor.

Notwithstanding the foregoing, whenever the holders of any one or more series of preferred stock issued by the Corporation shall have the right, voting separately by series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of the Certificate of Incorporation applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article SIXTH unless expressly provided by such terms.

SEVENTH: The Board of Directors shall have such powers as are permitted by the General Corporation Law of Delaware, including, without limitation, without the assent or vote of the stockholders, to make, alter, amend, change, add to, or repeal the Bylaws of the Corporation; to fix and vary the amount to be reserved as working capital; to authorize and cause to be executed mortgages and liens upon all the property of the Corporation or any part thereof; to determine the use and disposition of any surplus or net profits over and above the capital stock paid in; and to fix the times for the declaration and payment of dividends.

EIGHTH: Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of at least eighty percent (80%) of the voting power of the then outstanding Voting Stock (as defined below), voting together as a single class, shall be required for approval of any stockholder-initiated proposal to amend or repeal, or adopt any provisions inconsistent with, the Bylaws of the Corporation or Articles FIFTH, SIXTH, and TWELFTH of this Certificate of Incorporation. For the purposes of this Certificate of Incorporation, "Voting Stock" shall mean the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors.

NINTH: No person who is, or was at any time but is no longer serving as, a director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such person as a director; provided that the provisions of this Article NINTH shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director

of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended. No amendment to or repeal of this Article NINTH shall have the effect of increasing the liability or alleged liability of any director of the Corporation for or with respect to any act or omission of such director occurring prior to such amendment or repeal.

TENTH: The Corporation shall indemnify and advance expenses to each person who serves as an officer or director of the Corporation or a subsidiary of the Corporation and each person who serves or may have served at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise from any liability incurred as a result of such service to the fullest extent permitted by the General Corporation Law of Delaware as it may from time to time be amended, except with respect to an action commenced by such director or officer against the Corporation or by such director or officer as a derivative action by or in the right of the Corporation.

Each person who is or was an employee or agent of the Corporation and each officer or director who commences any action against the Corporation or a derivative action by or in the right of the Corporation may be similarly indemnified and receive an advance of expenses at the discretion of the Board of Directors.

The indemnification and advancement of expenses provided by, or granted pursuant to, the Certificate of Incorporation shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office.

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of this Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under this Certificate of Incorporation or Delaware law.

The indemnification and advancement of expenses provided by, or granted pursuant to, this Certificate of Incorporation shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ELEVENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation. No amendment to this Certificate of Incorporation or repeal of any article of this Certificate of Incorporation shall increase the liability or alleged liability or reduce or limit the right to indemnification of any directors, officers, employees or agents of the Corporation for acts or omissions of such person occurring prior to such amendment or repeal.

TWELFTH: Effective from and after the date upon which the Corporation shall first have more than one stockholder, no action which requires the vote or consent of stockholders of the Corporation may be taken without a meeting and vote of stockholders and the power of stockholders to consent thereafter in writing without a meeting to the taking of any action is specifically denied.

IN WITNESS WHEREOF, Edwards Lifesciences Corporation has caused this Restated Certificate of Incorporation to be signed by Michael A. Mussallem, its Chairman of the Board and Chief Executive Officer, this 14th day of May, 2003.

		EDWARDS LIFESCIENCES CORPORATION
		By:	/s/ MICHAEL A. MUSSALLEM Michael A. Mussallem Chairman of the Board and Chief Executive Officer

Exhibit A

CERTIFICATE OF DESIGNATIONS

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

EDWARDS LIFESCIENCES CORPORATION

Pursuant to Section 151 of the

Delaware General Corporation Act

RESOLVED, that pursuant to the authority vested in the board of directors (the "Board of Directors") of Edwards Lifesciences Corporation, a Delaware corporation (the "Corporation"), by the Amended and Restated Certificate of Incorporation (the "Charter"), the Board of Directors does hereby create, authorize and provide for the issue of a series of Preferred Stock, par value $.01 per share, of the Corporation, to be designated "Series A Junior Participating Preferred Stock" (hereinafter referred to as the "Series A Preferred Stock"), initially consisting of 3,500,000 shares, and to the extent that the designations, powers, preferences and relative and other special rights and the qualifications, limitations or restrictions of the Series A Preferred Stock are not stated and expressed in the Charter, does hereby fix and herein state and express such designations, powers, preferences and relative and other special rights and the qualifications, limitations and restrictions thereof, as follows (all terms used herein which are defined in the Charter shall be deemed to have the meanings provided therein):

Section 1. Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" and the number of shares constituting such series shall be 3,500,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided , that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into shares of Series A Preferred Stock.

Section 2. Dividends and Distributions.

(A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first business day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $1.00 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time after March 10, 2000 (the "Rights Declaration Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the

number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided, however , that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior to and superior to the shares of Series A Preferred Stock with respect to dividends, a dividend of $.01 per share on the Series A Preferred Stock shall nevertheless by payable on such subsequent Quarterly Dividend Payment Date.

(C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 60 days prior to the date fixed for the payment thereof.

Section 3. Voting Rights.

The holders of shares of Series A Preferred Stock shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) Except as otherwise provided herein or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock shall vote collectively as one class on all matters submitted to a vote of stockholders of the Corporation.

current quarterly dividend period on all shares of Series A Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, all holders of Preferred Stock (including holders of the Series A Preferred Stock) with dividends in arrears in an amount equal to six (6) quarterly dividends thereon, voting as a class, irrespective of series, shall have the right to elect two (2) Directors.

(ii) During any default period, such voting right of the holders of Series A Preferred Stock may be exercised initially at a special meeting called pursuant to subparagraph (iii) of this Section 3(C) or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders, provided that such voting right shall not be exercised unless the holders of ten percent (10%) in number of shares of Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Preferred Stock of such voting rights. At any meeting at which the holders of Preferred Stock shall exercise such voting right initially during an existing default period, they shall have the right, voting as a class, to elect Directors to fill such vacancies, if any, in the Board of Directors as may then exist up to two (2) Directors or, if such right is exercised at an annual meeting, to elect two (2) Directors. If the number which may be so elected at any special meeting does not amount to the required number, the holders of the Preferred Stock shall have the right to make such increase in the number of Directors as shall be necessary to permit the election by them of the required number. After the holders of the Preferred Stock shall have exercised their right to elect Directors in any default period and during the continuance of such period, the number of Directors shall not be increased or decreased except by vote of the holders of Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series A Preferred Stock.

(iii) Unless the holders of Preferred Stock shall, during an existing default period, have previously exercised their right to elect Directors, the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding, irrespective of series, may request, the calling of special meeting of the holders of Preferred Stock, which meeting shall thereupon be called by the Chairman of the Board, the Chief Executive Officer, the President, a Vice President or the Secretary of the Corporation. Notice of such meeting and of any annual meeting at which holders of Preferred Stock are entitled to vote pursuant to this paragraph (C)(iii) shall be given to each holder of record of Preferred Stock by mailing a copy of such notice to him or her at his or her last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than 10 days and not later than 60 days after such order or request, or in default of the calling of such meeting within 60 days after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding. Notwithstanding the provisions of this paragraph (C)(iii), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of the stockholders.

(iv) In any default period, the holders of Common Stock, and, if applicable, other classes of capital stock of the Corporation, shall continue to be entitled to elect the whole number of Directors until the holders of Preferred Stock shall have exercised their right to elect two (2) Directors voting as a class, after the exercise of which right (x) the Directors so elected by the holders of Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may (except as provided in paragraph (C)(ii) of this Section 3) be filled by vote of a majority of the remaining Directors theretofore elected by the holders of

the class of capital stock which elected the Director whose office shall have become vacant. References in this paragraph (C) to Directors elected by the holders of a particular class of stock shall include Directors appointed by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence.

(v) Immediately upon the expiration of a default period, (x) the right of the holders of Preferred Stock as a class to elect Directors shall cease, (y) the term of any Directors elected by the holders of Preferred Stock as a class shall terminate, and (z) the number of Directors shall be such number as may be provided for in the articles of incorporation or by-laws irrespective of any increase made pursuant to the provisions of paragraph (C)(ii) of this Section 3 (such number being subject, however, to change thereafter in any manner provided by law or in the articles of incorporation or by-laws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors.

(D) Except as set forth herein, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

Section 4. Certain Restrictions.

(A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of capital stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;

(ii) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration shares of any capital stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any capital stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or

(iv) purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of capital stock ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares.

Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

Section 6. Liquidation, Dissolution or Winding Up.

(A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of capital stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Preferred Stock and Common Stock, respectively, and the payment of liquidation preferences of all other shares of capital stock which rank prior to or on a parity with Series A Preferred Stock, holders of Series A Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively.

(B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, which rank on a parity with the Series A Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.

(C) In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 7. Consolidation, Merger, etc.

which each share of Common Stock is exchanged or changed. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 8. No Redemption.

The shares of Series A Preferred Stock shall not be redeemable.

Section 9. Ranking.

The Series A Preferred Stock shall rank junior to all other series of the Corporation's Preferred Stock as to the payment of dividends and the distribution of assets, whether or not upon the dissolution, liquidation or winding up of the Corporation, unless the terms of any such series shall provide otherwise.

Section 10. Amendment.

The Charter shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock, voting separately as a class.

Section 11. Fractional Shares.

Series A Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder's fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Preferred Stock.

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EXHIBIT 4.1

[FORM OF FACE OF SECURITY]

FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT AND THE ISSUE DATE OF THIS SECURITY IS MAY 9, 2003. IN ADDITION, THIS SECURITY IS SUBJECT TO UNITED STATES FEDERAL INCOME TAX REGULATIONS GOVERNING CONTINGENT PAYMENT DEBT INSTRUMENTS. FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE ISSUE PRICE OF EACH SECURITY IS $1,000 PER $1,000 OF PRINCIPAL AMOUNT AND THE COMPARABLE YIELD IS 4.85%, COMPOUNDED SEMIANNUALLY (WHICH WILL BE TREATED AS THE YIELD TO MATURITY FOR UNITED STATES FEDERAL INCOME TAX PURPOSES).

EDWARDS LIFESCIENCES CORPORATION (THE "ISSUER", WHICH TERM INCLUDES ANY SUCCESSOR THERETO) AGREES, AND BY ACCEPTING A BENEFICIAL OWNERSHIP INTEREST IN THIS SECURITY EACH HOLDER OF THIS SECURITY WILL BE DEEMED TO HAVE AGREED, FOR UNITED STATES FEDERAL INCOME TAX PURPOSES (1) TO TREAT THIS SECURITY AS A DEBT INSTRUMENT THAT IS SUBJECT TO TREAS. REG. SEC. 1.1275-4 (THE "CONTINGENT PAYMENT REGULATIONS"), (2) TO TREAT THE FAIR MARKET VALUE OF ANY STOCK RECEIVED UPON ANY CONVERSION OF THIS SECURITY OR UPON A PURCHASE OF THIS SECURITY AT THE HOLDER'S OPTION AS A CONTINGENT PAYMENT FOR PURPOSES OF THE CONTINGENT PAYMENT REGULATIONS, AND (3) TO ACCRUE INTEREST WITH RESPECT TO THE SECURITY AS ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES ACCORDING TO THE "NONCONTINGENT BOND METHOD," SET FORTH IN THE CONTINGENT PAYMENT REGULATIONS, AND TO BE BOUND BY THE ISSUER'S DETERMINATION OF THE "COMPARABLE YIELD" AND "PROJECTED PAYMENT SCHEDULE," WITHIN THE MEANING OF THE CONTINGENT PAYMENT REGULATIONS, WITH RESPECT TO THIS SECURITY. THE ISSUER AGREES TO PROVIDE PROMPTLY TO THE HOLDER OF THIS SECURITY, UPON WRITTEN REQUEST, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE PRICE, ISSUE DATE, YIELD TO MATURITY, COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE. ANY SUCH WRITTEN REQUEST SHOULD BE SENT TO THE ISSUER AT THE FOLLOWING ADDRESS: EDWARDS LIFESCIENCES CORPORATION, TREASURY DEPARTMENT/INVESTOR SERVICES, MS 27X,ONE EDWARDS WAY, IRVINE, CA 92614.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES

IN DEFINITIVE CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.](1)

(1): This legend should be included only if the Security is a Global Security.

[THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR FOREIGN SECURITIES LAWS AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ADOPTED UNDER THE SECURITIES ACT); (2) AGREES THAT IT WILL NOT, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF (X) THE ORIGINAL ISSUANCE DATE OF THIS SECURITY (OR, IF THE OVER-ALLOTMENT OPTION GRANTED TO J.P. MORGAN SECURITIES INC. IS EXERCISED, THE ORIGINAL ISSUE DATE OF THE SECURITIES ISSUED UPON EXERCISE OF SUCH OPTION) AND (Y) THE LAST DATE ON WHICH EDWARDS LIFESCIENCES CORPORATION (THE "ISSUER", WHICH TERM INCLUDES ANY SUCCESSOR THERETO) OR ANY "AFFILIATE" (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE ISSUER WAS THE OWNER OF THIS SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY, EXCEPT (A) TO THE ISSUER OR A SUBSIDIARY THEREOF; (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A ADOPTED UNDER THE SECURITIES ACT; (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 ADOPTED UNDER THE SECURITIES ACT (IF AVAILABLE), OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; (3) AGREES THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED BY THEM TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (4) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR ANY SHARE OF COMMON STOCK ISSUED UPON CONVERSION HEREOF ARE TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(D) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.](2)

[THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.](2)

(2): This legend should be included only if the Security is a Transfer Restricted Security.

EDWARDS LIFESCIENCES CORPORATION*

3.875% Convertible Senior Debentures due 2033

No.

CUSIP:

[Transfer Restricted Global Securities—28176EA A6]
[Unrestricted Global Securities—28176EA B4]

EDWARDS LIFESCIENCES CORPORATION, a Delaware corporation (the "Company", which term shall include any successor under the Indenture referred to on the reverse hereof), promises to pay to , or registered assigns, the principal amount of Dollars ($ ) [, or such lesser amount as is indicated in the records of the Trustee and the Depositary,](3) on May 15, 2033, and to pay interest thereon from May 9, 2003 or from the most recent date to which interest has been paid or duly provided for, semi-annually in arrears on May 15 and November 15 of each year (each, an "Interest Payment Date"), commencing on November 15, 2003, at the rate of 3.875% per annum (and, in the event and to the extent that Contingent Interest shall be payable on this Security at any time as provided herein and in the Indenture, to pay such Contingent Interest at the rate and on the dates specified herein), until the principal hereof is paid in full or made available for payment or until such date on which this Security is converted into Common Stock (or other securities or property) as provided in the Indenture, and to pay interest at the rate of 3.875% per annum on any overdue principal and, to the extent permitted by law, on any overdue installment of interest and on any overdue installment of Liquidated Damages, if any. Anything herein to the contrary notwithstanding, if any Interest Payment Date, Stated Maturity, Redemption Date, Purchase Date, Change in Control Purchase Date or other date on which a payment hereon is due falls on a day that is not a Business Day, the required payment of interest, if any, Contingent Interest, if any, principal and Liquidated Damages, if any, will be made on the next succeeding Business Day and no interest, Contingent Interest, if any, Liquidated Damages, if any, or other amount will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity, Redemption Date, Purchase Date, Change in Control Purchase Date or other date, as the case may be, to the date of payment on such next succeeding Business Day. The accrued and unpaid interest, if any, Contingent Interest, if any, and Liquidated Damages, if any, so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more predecessor Securities) is registered at the close of business on the regular record date for such interest, which will be the May 1 or November 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date (a "Regular Record Date"). However, in the case of Securities called for redemption on a Redemption Date or purchased by the Company on a Purchase Date or Change in Control Purchase Date during the period from the close of business on a Regular Record Date to the opening of business on the next succeeding Interest Payment Date, accrued and unpaid interest, if any, Contingent Interest, if any, and Liquidated Damages, if any, will be paid (unless such Security is converted) on such Redemption Date, Purchase Date or Change in Control Purchase Date, as the case may be, to the Holders of such Securities so redeemed or purchased. Any accrued and unpaid interest, Contingent Interest, if any, and Liquidated Damages, if any, not so punctually paid or duly provided for on any Interest Payment Date will forthwith cease to be payable to the Holder on the applicable Regular Record Date and may be paid (a) to the Person in whose name this Security (or one or more predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Company, notice whereof will be given to Holders as provided in the Indenture, or (b) at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such securities exchange, all as more fully provided in the Indenture. Anything herein to the contrary notwithstanding, Liquidated Damages shall be payable to the Holder of this Security only in the event and to the extent such Holder is entitled to receive Liquidated Damages pursuant to the Registration Rights Agreement.

*: All references to, and all provisions relating to, Liquidated Damages shall be deleted if the Security is not a Transfer Restricted Security.
(3): This phrase should be included only if the Security is a Global Security.

Reference is hereby made to the further provisions of this Security set forth on the reverse side of this Security, which further provisions shall for all purposes have the same effect as if set forth at this place.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated:		EDWARDS LIFESCIENCES CORPORATION

		By:
		Title:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

		JPMORGAN CHASE BANK, as Trustee

		By:	Authorized Signatory

[FORM OF REVERSE OF SECURITY]

3.875% Convertible Senior Debentures due 2033

This Security is one of a duly authorized issue of 3.875% Convertible Senior Debentures due 2033 (the "Securities"), limited in aggregate principal amount to $150,000,000 (subject to the exceptions provided in the Indenture referred to below) of EDWARDS LIFESCIENCES CORPORATION, a Delaware corporation (including any successor under the Indenture hereinafter referred to, the "Company"), issued under an Indenture, dated as of May 9, 2003 (as the same may be amended or supplemented from time to time, the "Indenture"), between the Company and JPMORGAN CHASE BANK, as trustee (the "Trustee", which term includes any successor trustee under the Indenture). The terms of this Security include those stated in the Indenture, those made part of the Indenture by reference to or pursuant to the Trust Indenture Act of 1939, as amended ("TIA"), and those set forth in this Security. This Security is subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Security and the terms of the Indenture, the terms of the Indenture shall control. Capitalized terms used but not defined herein have the meanings assigned to them in the Indenture.

1. INTEREST

Subject to Section 2 below, interest on the Securities will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Persons who are the Holders of Securities at the close of business on a Regular Record Date will be entitled to receive the payment of accrued and unpaid interest, if any, Contingent Interest, if any, and Liquidated Damages, if any, payable on the corresponding Interest Payment Date (notwithstanding the conversion of such Securities at any time after the close of business on such Regular Record Date), unless such Securities have been called for redemption on a Redemption Date or are purchased by the Company at the option of the Holder on a Purchase Date or Change in Control Purchase Date during the period from the close of business on such Regular Record Date to the opening of business on such Interest Payment Date. Securities surrendered for conversion by a Holder during the period from the close of business on any Regular Record Date to the opening of business on the next Interest Payment Date, except for Securities called for redemption on a Redemption Date during the period from the close of business on such Regular Record Date to the opening of business on such Interest Payment Date, must be accompanied by payment from the Holder of an amount in Cash equal to the amount of accrued and unpaid interest, Contingent Interest, if any, and Liquidated Damages, if any, payable on such Interest Payment Date with respect to the principal amount of the Securities so converted.

2. CONTINGENT INTEREST

Beginning with the six-month Interest Period commencing on May 15, 2008, the Company will pay contingent interest ("Contingent Interest") during a six-month Interest Period if the average Trading Price for the five Trading Days ending on and including the third Trading Day immediately preceding the first day of such six-month Interest Period equals or exceeds 120% of the principal amount of such Security.

The Contingent Interest payable per $1,000 principal amount of a Security in respect of any six-month Interest Period in which Contingent Interest is payable shall accrue at the rate of 0.25% per six-month Interest Period of the average Trading Price per $1,000 principal amount of such Security for the applicable five Trading Day period ending on and including the third Trading Day immediately preceding the first day of such six-month Interest Period. The average Trading Price shall be calculated to the nearest cent, with one-half cent being rounded upwards.

If Contingent Interest is payable in respect of any Security, then such Contingent Interest will be payable on the same dates and to the same Persons entitled to receive the interest otherwise payable

on such Security. Contingent Interest, if payable, will accrue from and including the first day of the applicable six-month Interest Period to, but excluding, the date of payment (including payment on any Interest Payment Date, Stated Maturity, Redemption Date, Purchase Date or Change in Control Purchase Date). The amount of Contingent Interest payable on any date shall be calculated by the Company and shall be calculated on the same basis as which the interest otherwise payable on the Securities is payable, appropriately adjusted (if deemed necessary by the Company in its sole and absolute discretion) to reflect the fact that the Contingent Interest rate is stated on a six-month basis rather than a per annum basis.

If the Company determines that Holders will be entitled to receive Contingent Interest during a six-month Interest Period, the Company will mail notice to that effect to Holders at their addresses in the register of Securities maintained by the Registrar or issue a press release to that effect, in each case promptly after the Company makes that determination.

The term "Interest Period" means the period beginning on and including May 15 through and including the next succeeding November 14 and the six-month period beginning on and including November 15 through and including the next succeeding May 14.

3. METHOD OF PAYMENT

Holders must surrender Securities to a Paying Agent to collect the principal of and interest, if any, Contingent Interest, if any, and Liquidated Damages, if any, payable in respect of such Securities at Stated Maturity or on any Redemption Date, Purchase Date, Change in Control Purchase Date or other date on which principal is payable, and the Company shall pay such amounts at the office of the Paying Agent or, at the option of the Company, by wire transfer. Interest, Contingent Interest, if any, and Liquidated Damages, if any, on Securities shall be paid in Cash and may be paid by mailing a check to the address on the Person entitled thereto as such address shall appear in the register of Securities maintained by the Registrar or, at the option of the Company, by wire transfer.

4. PAYING AGENT, CONVERSION AGENT, REGISTRAR AND BID SOLICITATION AGENT

Initially, the Trustee shall act as Paying Agent, Conversion Agent, Registrar and Bid Solicitation Agent. The Company may appoint and change any Paying Agent, Conversion Agent, Registrar, co-registrar or Bid Solicitation Agent or approve a change in the office through which any Paying Agent, Conversion Agent, Registrar or co-registrar acts without notice, other than notice to the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion Agent, Registrar, co-registrar or Bid Solicitation Agent.

5. AMOUNT OF SECURITIES

The Securities are unsubordinated and unsecured obligations of the Company limited to $150,000,000 aggregate principal amount, subject to the exceptions set forth in Sections 2.7 and 2.8 of the Indenture.

6. REDEMPTION AT THE OPTION OF THE COMPANY

No sinking fund is provided for the Securities. Prior to May 15, 2008, the Securities will not be redeemable at the option of the Company. On or after May 15, 2008, the Company may redeem the Securities, at its option, at any time in whole or from time to time in part, upon notice to the Holders of Securities to be redeemed as provided in the Indenture, at a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued and unpaid interest, if any, accrued and unpaid Contingent Interest, if any, and accrued and unpaid Liquidated Damages, if any, to, but excluding, the Redemption Date (the "Redemption Price"); provided that payments of accrued and unpaid interest, if any, Contingent Interest, if any, and Liquidated Damages, if any, that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the Persons that were the Holders of the Securities (or one or more

predecessor Securities) at the close of business on the relevant Regular Record Date (in which case the Redemption Price shall not include any such accrued and unpaid interest, if any, Contingent Interest, if any, or Liquidated Damages, if any, paid or duly provided for on such Interest Payment Date). Any redemption of Securities shall be subject to the further terms and conditions set forth in the Indenture.

7. NOTICE OF REDEMPTION AT THE OPTION OF THE COMPANY

Notice of redemption at the option of the Company shall be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of Securities to be redeemed at the Holder's address as set forth in the register of Securities maintained by the Registrar. If money sufficient to pay the Redemption Price of all Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent on or before the Redemption Date, then on and after the Redemption Date, interest, Contingent Interest, if any, and Liquidated Damages, if any, shall cease to accrue on the Securities (or portions thereof) called for redemption and such Securities (or portions thereof) will cease to be outstanding. Securities in denominations larger than $1,000 principal amount may be redeemed in part but only in integral multiples of $1,000 principal amount.

8. PURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER; PURCHASE AT THE OPTION OF THE HOLDER UPON A CHANGE IN CONTROL

(a) Subject to the terms and conditions of the Indenture, a Holder shall have the option to require the Company to purchase the Securities held by such Holder on May 15, 2008, May 15, 2013 and May 15, 2018 (each, a "Purchase Date") at a purchase price equal to 100% of the principal amount of the Securities to be purchased, plus accrued and unpaid interest, if any, accrued and unpaid Contingent Interest, if any, and accrued and unpaid Liquidated Damages, if any, on the Securities to be so purchased to, but excluding, the applicable Purchase Date (the "Purchase Price"); provided that payments of accrued and unpaid interest, Contingent Interest, if any, and Liquidated Damages, if any, that are due and payable on any Interest Payment Date falling on or prior to a Purchase Date will be payable on such Interest Payment Date to the Persons that were the Holders of the Securities (or one or more predecessor Securities) at the close of business on the relevant Regular Record Date (in which case the Purchase Price shall not include any such accrued and unpaid interest, Contingent Interest, if any, or Liquidated Damages, if any, paid or duly provided for on such Interest Payment Date). In order to exercise this option, a Holder must satisfy the conditions set forth in the Indenture, including the delivery of a Purchase Notice containing the information set forth in the Indenture within the time period specified in the Indenture and the delivery of Securities to be purchased as provided in the Indenture. The Company will pay the Purchase Price in Cash for any Securities to be purchased on the Purchase Date occurring on May 15, 2008. With respect to the May 15, 2013 and May 15, 2018 Purchase Dates, the Purchase Price may be paid by the Company, at its option, in Cash or by the delivery of shares of Common Stock, or in any combination thereof as set forth in the Indenture, provided that the Company will pay any accrued and unpaid interest, Contingent Interest, if any, and Liquidated Damages, if any, in Cash.

Securities in denominations larger than $1,000 principal amount may be purchased in part, but only in integral multiples of $1,000 principal amount.

(b) If a Change in Control shall occur at any time prior to May 15, 2008, each Holder shall have the right, at such Holder's option and subject to the terms and conditions of the Indenture, to require the Company to purchase all of such Holder's Securities or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple of $1,000 on the Change in Control Purchase Date specified by the Company in accordance with the provisions of the Indenture at a Change in Control Purchase Price equal to 100% of the principal amount of Securities to be purchased, plus accrued and unpaid interest, if any, accrued and unpaid Contingent Interest, if any, and accrued and unpaid Liquidated Damages, if any, to, but excluding, the applicable Change

in Control Purchase Date (the "Change in Control Purchase Price"); provided the payments of accrued and unpaid interest, Contingent Interest, if any, and Liquidated Damages, if any, that are due and payable on any Interest Payment Date falling on or prior to a Change in Control Purchase Date will be payable on such Interest Payment Date to the Persons that were the Holders of the Securities (or one or more predecessor Securities) at the close of business on the relevant Regular Record Date (in which case the Change in Control Purchase Price shall not include any such accrued and unpaid interest, Contingent Interest, if any, or Liquidated Damages, if any, paid or duly provided for on such Interest Payment Date). The Change in Control Purchase Price shall be paid by the Company, at its option, in Cash, by the delivery of shares of Common Stock or in any combination thereof as set forth in the Indenture, provided that the Company will pay any accrued and unpaid interest, Contingent Interest, if any, and Liquidated Damages, if any, in Cash.

(c) Holders have the right to withdraw any Purchase Notice or Change in Control Purchase Notice, as the case may be, by delivery to the Paying Agent of a written notice of withdrawal prior to 5:00 p.m. (New York City time) on the fifth Business Day prior to such Purchase Date or Change in Control Purchase Date, as the case may be, and otherwise in accordance with the provisions of the Indenture.

(d) If Cash and/or Common Stock (if permitted under the Indenture) sufficient to pay a Purchase Price or Change in Control Purchase Price, as the case may be, of all Securities or portions thereof to be purchased as of the Purchase Date or the Change in Control Purchase Date, as the case may be, is deposited with the Paying Agent on or before the Purchase Date or the Change in Control Purchase Date, as the case may be, interest, Contingent Interest, if any, and Liquidated Damages, if any, shall cease to accrue on such Securities (or portions thereof) on and after such Purchase Date or Change in Control Purchase Date, as the case may be, and the Holders thereof shall have no other rights as such (other than the right to receive the Purchase Price or Change in Control Purchase Price, as the case may be, upon surrender of such Securities).

(e) As provided in the Indenture, any Purchase Date or Change in Control Purchase Date may be extended as necessary to comply with applicable law.

9. CONVERSION

Subject to and in compliance with the terms and conditions of the Indenture (including, without limitation, the conditions to conversion of this Security set forth in Article XII thereof), a Holder is entitled, at such Holder's option, to convert the Holder's Securities (or any portion of the principal amount thereof that is $1,000 or an integral multiple of $1,000), into fully paid and nonassessable of shares of Common Stock at the Conversion Price in effect on the date of conversion. The number of full shares of Common Stock issuable upon conversion of a Security (or portion thereof) shall be equal to the amount obtained by dividing the principal amount of such Security (or portion thereof) being converted by the Conversion Price as in effect at the time of conversion and rounding the quotient as provided in the Indenture.

A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Repurchase Notice, as the case may be, exercising the right of such Holder to require the Company to repurchase such Security may be converted only if such Purchase Notice or Change in Control Purchase Notice is withdrawn in accordance with the terms of the Indenture. If a Security (or portion thereof) is called for redemption, the Holder of such Security (or portion thereof) may convert such Security (or portion thereof) called for redemption at any time before the close of business on the Business Day immediately preceding the Redemption Date.

The initial Conversion Price is $54.66 per share of Common Stock, subject to adjustment in certain events described in the Indenture.

To surrender a Security for conversion, a Holder must (1) in the case of Global Securities, comply with the Applicable Procedures in effect at that time, or in the case of Certificated Securities, surrender the Security to the Conversion Agent, (2) complete and manually sign the conversion notice below (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents, (4) pay all funds required, if any, relating to interest, Contingent Interest, if any, or Liquidated Damages, if any, and any transfer or similar tax, if required, and (5) comply with any other applicable requirements of the Indenture.

No fractional shares of Common Stock shall be issued upon conversion of any Security. Instead, the Company shall pay a Cash adjustment as provided in the Indenture.

No payment or adjustment will be made for accrued and unpaid interest, if any, accrued and unpaid Contingent Interest, if any, or accrued and unpaid Liquidated Damages, if any, on any Securities (or portions thereof) to be converted or for dividends on the shares of Common Stock issuable upon conversion.

On conversion of a Security, that portion of accrued and unpaid interest, including Contingent Interest, if any, on the converted Security attributable to the period from the most recent Interest Payment Date (or, if no Interest Payment Date has occurred, from May 9, 2003) through the date of conversion, and Liquidated Damages, if any, and Tax Original Issue Discount accrued through the date of conversion with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the Cash payment, if any, in lieu of fractional shares), in exchange for the Security being converted pursuant to the provisions hereof, and the fair market value of such shares of Common Stock (together with any such Cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid interest (including Contingent Interest, if any), and Liquidated Damages, if any, and Tax Original Issue Discount accrued through the date of conversion and the balance, if any, of such fair market value of such Common Stock (and any such Cash payment) shall be treated as issued in exchange for the principal amount of the Security being converted pursuant to the provisions hereof.

The Company agrees, and each Holder and any beneficial owner of a Security by its purchase thereof shall be deemed to agree, to treat, for United States federal income tax purposes, the fair market value of the Common Stock received upon the conversion of a Security (together with any Cash payment in lieu of fractional shares) as a contingent payment on the Security for purposes of Treasury Regulation Section 1.1275-4(b).

10. DENOMINATIONS; TRANSFER; EXCHANGE

The Securities are in registered form, without coupons, in denominations of $1,000 principal amount and multiplies of $1,000. A Holder may transfer or exchange Securities in accordance with, and subject to any applicable restrictions on transfer or exchange set forth in, the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities under certain circumstances provided in the Indenture.

11. PERSONS DEEMED OWNERS

The Holder of this Security may be treated as the owner of this Security for all purposes.

12. UNCLAIMED MONEY OR PROPERTY

The Trustee and the Paying Agent shall return to the Company upon written request any money, securities or other property held by them for the payment of any amount with respect to the Securities that remains unclaimed for two years after the date upon which that payment became due, subject to

any applicable unclaimed property law, provided, however , that the Trustee or such Paying Agent, before being required to make any such return, shall at the expense of the Company cause to be published once in a newspaper of general circulation in The City of New York or mail to each such Holder notice that such money, securities or property remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication or mailing, any unclaimed money, securities or other property then remaining shall be returned to the Company. After return to the Company, Holders entitled to the money, securities or other property must look to the Company for payment as general creditors unless an applicable abandoned property law designates another Person.

13. AMENDMENT; WAIVER

Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended with the consent of the Holders of at least a majority in aggregate principal amount of the Securities at the time outstanding and (ii) certain defaults or noncompliance with certain provisions and their consequences may be waived with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time outstanding. The Indenture and the Securities may be amended without the consent of any Holders under circumstances set forth in Section 11.1 of the Indenture.

14. DEFAULTS AND REMEDIES

If an Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee, or the Holders of at least 25% in aggregate principal amount of the Securities at the time outstanding, may declare the principal amount of and any accrued and unpaid interest and Contingent Interest, if any, through the date of acceleration on all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which shall result in the principal of and any accrued and unpaid interest and Contingent Interest, if any, on the Securities through the date of acceleration being declared due and payable immediately upon the occurrence of such Events of Default. Subject to the terms and conditions of the Indenture, the Holders of not less than a majority in aggregate principal amount of the Securities at the time outstanding may rescind and annul an acceleration of the Securities and its consequences.

15. CONSOLIDATION, MERGER, AND SALE OF ASSETS

In the event that the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as entirety to another Person, as described in Section 7.1 of the Indenture, the successor person (if other than the Company) or the person to which such conveyance, transfer or lease is made, as the case may be, shall succeed to and substituted for, and may exercise every right and power of, the Company under the Indenture and the Securities and thereafter the Company shall be discharged from all obligations and covenants to Holders under the Indenture and the Securities.

16. TRUSTEE AND AGENT DEALINGS WITH THE COMPANY

The Trustee, Paying Agent, Conversion Agent, Bid Solicitation Agent and Registrar under the Indenture, each in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee, Paying Agent, Conversion Agent, Bid Solicitation Agent or Registrar.

17. CALCULATIONS IN RESPECT OF THE SECURITIES

Price of the Securities, whether Contingent Interest shall be payable on the Securities, the amount of accrued interest, Contingent Interest, if any, and Liquidated Damages, if any, on the Securities, in the event that the Company shall elect to pay the Purchase Price or Change in Control Purchase Price, in whole or in part, in shares of Common Stock, the number of shares of Common Stock issuable to make such payment, the amount of Cash payable in respect of fractional shares of Common Stock, and the Conversion Price of the Securities as in effect from time to time and whether the conditions to conversion set forth in Section 12.1(a)(i) or 12.1(b)(i) of the Indenture have been satisfied. The Company will make these calculations in good faith and, absent manifest error, these calculations will be final and binding on the Holders. The Company will provide to each of the Trustee, the Conversion Agent, the Bid Solicitation Agent and the Paying Agent, upon written request, a schedule of its calculations and each of the Trustee, the Conversion Agent, the Bid Solicitation Agent and the Paying Agent is entitled to rely upon the accuracy of such calculations without independent verification. The Trustee will forward the Company's calculations to any Holder upon the request of such Holder.

18. NO RECOURSE AGAINST OTHERS

No recourse under or upon any obligation, covenant or agreement contained in the Indenture or the Securities, or because of any indebtedness or obligation evidenced hereby or thereby, shall be had against any incorporator, as such, or against any past, present or future stockholder, officer, director or employee, as such, of the Company or any predecessor or successor, either directly or through the Company or any predecessor or successor. By accepting a Security, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

19. AUTHENTICATION

This Security shall not be valid or obligatory for any purpose or entitled to any benefit under the Indenture until an authorized signatory of the Trustee manually signs the Trustee's Certificate of Authentication on the other side of this Security.

20. DISCHARGE

Upon compliance by the Company with certain conditions set forth in the Indenture, the Indenture shall cease to be of further effect except for certain provisions, specified in the Indenture, which shall survive such discharge.

21. ABBREVIATIONS

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TENANT (=tenants by the entireties), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

22. GOVERNING LAW

This Security shall be governed by and construed in accordance with the laws of the State of New York.

ASSIGNMENT FORM

To assign this Security, fill in the form below:

For value received, I or we assign and transfer this Security to
(Insert assignee's soc. sec. or tax ID no.)


(Print or type assignee's name, address and zip code)
and irrevocably appoint attorney to transfer this Security on the books of the Company. The attorney may substitute another to act for him.

		Your Signature:

Date:		(Sign exactly as your name appears on the other side of this Security. Your signature must correspond with the name as it appears on the face of this Security in every particular, without any change whatever.)
Signature Guaranteed
Participant in a Recognized Signature Guarantee Medallion Program
By:	Authorized Signatory

CONVERSION NOTICE

This notice relates to the 3.875% Convertible Senior Debentures due 2033 (the "Securities") of Edwards Lifesciences Corporation, a Delaware corporation (the "Company," which terms includes any successor under the Indenture referred to below), issued pursuant to an Indenture, dated as of May 9, 2003 (as amended or supplemented from time to time, the "Indenture"), between the Company and JPMorgan Chase Bank, as Trustee. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture.

The undersigned Holder of this Security hereby irrevocably exercises the option to convert this Security, or the portion of this Security designated below, into Common Stock of the Company, upon the terms and subject to the conditions of the Indenture, and directs that the shares issuable and deliverable upon conversion, together with any check in payment of fractional shares, be issued in the name of and delivered to the undersigned (or to a DTC participant holding on behalf of the undersigned), unless a different name has been indicated below (in which case both such shares and any payment in respect of fractional shares will be made to the person indicated below). If shares are to be issued in the name of a person other than the undersigned, (i) the undersigned will pay all transfer taxes and other governmental charges payable in connection therewith and (ii) if the Securities being converted bear the Legend or are "restricted securities" (within the meaning of Rule 144 under the Securities Act of 1933), the undersigned is delivering herewith a duly executed and completed Common Stock Transfer Certificate and acknowledges that the undersigned may be required to deliver such legal opinions and other documents required by the Indenture before the undersigned or any other person will be entitled to receive any of such shares of Common Stock.

To convert this Security into shares of Common Stock of the Company, check the box o

To convert only a portion of this Security, state the principal amount to be converted (which must be $1,000 or an integral multiple of $1,000): $ . If you do not indicate the part of this Security to be converted, the entire Security will be converted.

If you want the stock certificate made out in another person's name fill in the form below:

(Insert assignee's soc. sec. or tax ID no.)


(Print or type assignee's name, address and zip code)

		Your Signature:

Date:		(Sign exactly as your name appears on the other side of this Security. Your signature must correspond with the name as it appears on the face of this Security in every particular, without any change whatever.)
Signature Guaranteed
Participant in a Recognized Signature Guarantee Medallion Program
By:	Authorized Signatory

TRANSFER CERTIFICATE(4)

Re:: 3.875% Convertible Senior Debentures due 2033 (the "Securities") of EDWARDS LIFESCIENCES CORPORATION (the "Company", which term includes any successor under the Indenture referred to below)

This certificate relates to $ principal amount of Securities owned in (check applicable box)

o book-entry or o definitive form by (the "Transferor").

The Transferor has requested a Registrar or the Trustee to exchange or register the transfer of such Securities.

In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating to the Securities as provided in Sections 2.6 and 2.12 of the Indenture dated May 9, 2003 between the Company and JPMorgan Chase Bank, as trustee (as the same may be amended or supplemented from time to time, the "Indenture"), and in the Legend (as defined in the Indenture), and further certifies that the transfer of each such Security is being made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") (check applicable box) or the transfer or exchange, as the case may be, of such Security does not require registration under the Securities Act because (check applicable box):

o: Such Security is being transferred to the Company or a Subsidiary;
o: Such Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in compliance with Rule 144A under the Securities Act;
o: Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements under the Securities Act provided by, and in accordance with, Rule 144 (or any successor provision thereto) ("Rule 144") under the Securities Act, if available;
o: Such Security is being acquired for the Transferor's own account, without transfer; or
o: Such security is being transferred pursuant to an effective registration statement under the Securities Act.

The Transferor acknowledges and agrees that, if the transferee will hold any such Securities in the form of beneficial interests in a global Security which bears a Legend or which is a "restricted security" within the meaning of Rule 144 under the Securities Act, then such transfer can only be made pursuant to Rule 144A under the Securities Act and such transferee must be a "qualified institutional buyer" (as defined in Rule 144A).

(4): This certificate should only be included if this Security is a Transfer Restricted Security.

DATE:	Insert Name of Transferor
	Signature(s) of Transferor Title:
(If the registered owner is a corporation, partnership, other entity or fiduciary, the title of the person signing on behalf of such registered owner must be stated.)
	Signature Guaranteed
	Participant in a Recognized Signature Guarantee Medallion Program

	By:	Authorized Signatory

To be completed by transferee if the transfer is made pursuant to Rule 144A under the Securities Act (as defined above):

The undersigned transferee represents and warrants (i) that it is a "qualified institutional buyer" as defined in Rule 144A under the Securities Act, and is aware that the Securities (as defined above) are being transferred in reliance on Rule 144A under the Securities Act, (ii) the undersigned is acquiring the Securities for its own account or for the account of one or more other qualified institutional buyers over which it exercises sole investment discretion (in which latter case the undersigned has given notice to each such account that the Securities are being transferred in reliance on Rule 144A) and (iii) this instrument has been executed on behalf of the undersigned by one of its executive officers. The undersigned transferee acknowledges and agrees that the Securities have not been registered under the Securities Act and may not be transferred except in accordance with the resale and other transfer restrictions set forth on the face thereof and in the Indenture relating thereto.

Dated:	Insert Name of Transferee

	By:	Executive Officer

COMMON STOCK TRANSFER CERTIFICATE(5)

Re:: Common Stock (the "Common Stock") of EDWARDS LIFESCIENCES CORPORATION (the "Company", which term includes any successor under the Indenture referred to below)

This certificate relates to shares (the "Shares") of Common Stock owned in certificated form by (the "Transferor") or issuable upon conversion of 3.875% Convertible Senior Debentures due 2033 (the "Securities") of the Company owned by the Transferor.

The Transferor has requested that the transfer agent of the Common Stock register the transfer of such Shares or, in the case of issuance of Shares upon conversion of Securities, that such Shares be registered in a name other than that of the Transferor (any such transfer or issuance being hereinafter called a "transfer").

In connection with such request and in respect of each such Share, the Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating to the Shares as provided in Section 12.10 of the Indenture dated May 9, 2003 between the Company and JPMorgan Chase Bank, as trustee (as the same may be amended or supplemented from time to time, the "Indenture"), and in the Restricted Common Stock Legend (as defined in the Indenture), and further certifies that the transfer of each such Share is being made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") (check applicable box) or the transfer of such Share does not require registration under the Securities Act because (check applicable box):

o: Such Share is being transferred to the Company or a Subsidiary;
o: Such Share is being transferred pursuant to and in compliance with an exemption from the registration requirements under the Securities Act provided by, and in accordance with, Rule 144 (or any successor provision thereto) ("Rule 144") under the Securities Act, if available; or
o: Such Share is being transferred pursuant to an effective registration statement under the Securities Act.

DATE:	Insert Name of Transferor
	Signature(s) of Transferor Title:
(If the registered owner is a corporation, partnership, other entity or fiduciary, the title of the person signing on behalf of such registered owner must be stated.)
	Signature Guaranteed
	Participant in a Recognized Signature Guarantee Medallion Program

	By:	Authorized Signatory

(5): This certificate should only be included if this Security is a Transfer Restricted Security.

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[FORM OF FACE OF SECURITY]
EDWARDS LIFESCIENCES CORPORATION* 3.875% Convertible Senior Debentures due 2033
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
[FORM OF REVERSE OF SECURITY] 3.875% Convertible Senior Debentures due 2033
ASSIGNMENT FORM
CONVERSION NOTICE
TRANSFER CERTIFICATE(4)
COMMON STOCK TRANSFER CERTIFICATE(5)

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Exhibit 4.2

EDWARDS LIFESCIENCES CORPORATION,

as Issuer

JPMORGAN CHASE BANK,

as Trustee

Up to $150,000,000 Aggregate Principal Amount of

3.875% Convertible Senior Debentures due 2033

INDENTURE

Dated as of May 9, 2003

TABLE OF CONTENTS*

			Page
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE			1
	Section 1.1.	Definitions	1
	Section 1.2.	Incorporation by Reference of Trust Indenture Act	8
	Section 1.3.	Rules of Construction	8
	Section 1.4.	Acts of Holders	8
ARTICLE II THE SECURITIES			9
	Section 2.1.	Form and Dating	9
	Section 2.2.	Execution and Authentication	10
	Section 2.3.	Registrar, Paying Agent, Conversion Agent and Bid Solicitation Agent	11
	Section 2.4.	Paying Agent to Hold Cash and Securities in Trust	12
	Section 2.5.	Securityholder Lists	12
	Section 2.6.	Transfer and Exchange	12
	Section 2.7.	Replacement Securities	14
	Section 2.8.	Outstanding Securities; Determinations of Holders' Action	14
	Section 2.9.	Temporary Securities	15
	Section 2.10.	Cancellation	15
	Section 2.11.	Persons Deemed Owners	16
	Section 2.12.	Additional Transfer and Exchange Requirements	16
	Section 2.13.	CUSIP Numbers	20
	Section 2.14.	Calculation of Tax Original Issue Discount	21
	Section 2.15.	Rounding	21
ARTICLE III OPTIONAL REDEMPTION			21
	Section 3.1.	The Company's Right to Redeem; Notice to Trustee, Paying Agent and Holders	21
	Section 3.2.	Selection of Securities to Be Redeemed	22
	Section 3.3.	Notice of Redemption	22
	Section 3.4.	Effect of Notice of Redemption	23
	Section 3.5.	Sinking Fund	23
	Section 3.6.	Deposit of Redemption Price	23
	Section 3.7.	Securities Redeemed in Part	23
	Section 3.8.	Repayment to the Company	23
ARTICLE IV PURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER			24
	Section 4.1.	Purchase of Securities at Option of the Holder	24
	Section 4.2.	Additional Conditions and Procedures for Purchase at the Option of the Holder	26
	Section 4.3.	Effect of Purchase Notice; Effect of Event of Default	27
	Section 4.4.	Securities Purchased in Part	27
	Section 4.5.	Covenant to Comply with Securities Laws Upon Purchase of Securities	27
	Section 4.6.	Repayment to the Company	28
	Section 4.7.	Company's Right to Elect Manner of Payment of Purchase Price	28
	Section 4.8.	Officers' Certificate	29
	Section 4.9.	Fractional Shares	29
	Section 4.10.	Conditions to Exercise of Right to Issue Common Stock	29
	Section 4.11.	Extension of Purchase Date	30

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

ARTICLE V PURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER UPON A CHANGE OF CONTROL			30
	Section 5.1.	Purchase at the Option of the Holder upon a Change in Control	30
	Section 5.2.	Additional Conditions and Procedures for Purchase at the Option of the Holder upon a Change in Control	34
	Section 5.3.	Effect of Change in Control Purchase Notice; Effect of Event of Default	35
	Section 5.4.	Securities Purchased in Part	35
	Section 5.5.	Covenant to Comply with Securities Laws Upon Purchase of Securities	36
	Section 5.6.	Repayment to the Company	36
	Section 5.7.	Company's Right to Elect Manner of Payment of Purchase Price	36
	Section 5.8.	Officers' Certificate	37
	Section 5.9.	Fractional Shares	37
	Section 5.10.	Conditions to Exercise of Right to Issue Common Stock	37
	Section 5.11.	Extension of Change in Control Purchase Date	38
ARTICLE VI COVENANTS			38
	Section 6.1.	Payment of Securities	38
	Section 6.2.	SEC and Other Reports to the Trustee	40
	Section 6.3.	Compliance Certificate	40
	Section 6.4.	Maintenance of Office or Agency of the Registrar, Paying Agent and Conversion Agent	40
	Section 6.5.	Delivery of Information Required Under Rule 144A	41
ARTICLE VII SUCCESSOR CORPORATION			41
	Section 7.1.	When Company May Merge or Transfer Assets	41
ARTICLE VIII DEFAULTS AND REMEDIES			42
	Section 8.1.	Events of Default	42
	Section 8.2.	Acceleration	43
	Section 8.3.	Other Remedies	43
	Section 8.4.	Waiver of Past Defaults	44
	Section 8.5.	Control by Majority	44
	Section 8.6.	Limitation on Suits	44
	Section 8.7.	Rights of Holders to Receive Payment or to Convert	45
	Section 8.8.	Collection Suit by Trustee	45
	Section 8.9.	Trustee May File Proofs of Claim	45
	Section 8.10.	Priorities	46
	Section 8.11.	Undertaking for Costs	46
	Section 8.12.	Restoration of Rights and Remedies	46
	Section 8.13.	Waiver of Stay, Extension or Usury Laws	46
ARTICLE IX TRUSTEE			47
	Section 9.1.	Duties of Trustee	47
	Section 9.2.	Rights of Trustee	47
	Section 9.3.	Individual Rights of Trustee	49
	Section 9.4.	Trustee's Disclaimer	49
	Section 9.5.	Notice of Defaults	49
	Section 9.6.	Reports by Trustee to Holders	49
	Section 9.7.	Compensation and Indemnity	49
	Section 9.8.	Replacement of Trustee	50
	Section 9.9.	Successor Trustee by Merger	51
	Section 9.10.	Eligibility; Disqualification	51
	Section 9.11.	Preferential Collection of Claims Against Company	51

ARTICLE X DISCHARGE OF INDENTURE			51
	Section 10.1.	Discharge of Liability on Securities	51
	Section 10.2.	Repayment to the Company	52
ARTICLE XI AMENDMENTS			52
	Section 11.1.	Without Consent of Holders	52
	Section 11.2.	With Consent of Holders	53
	Section 11.3.	Compliance with Trust Indenture Act	54
	Section 11.4.	Revocation and Effect of Consents, Waivers and Actions	54
	Section 11.5.	Notation on or Exchange of Securities	54
	Section 11.6.	Trustee to Sign Supplemental Indentures	54
	Section 11.7.	Effect of Supplemental Indentures	54
ARTICLE XII CONVERSION			54
	Section 12.1.	Conversion Rights	54
	Section 12.2.	Conversion Procedure; Conversion Price; Fractional Shares	56
	Section 12.3.	Adjustment of Conversion Price for Common Stock	58
	Section 12.4.	Consolidation or Merger of the Company	61
	Section 12.5.	Notice of Adjustment	62
	Section 12.6.	Notice in Certain Events	62
	Section 12.7.	Company To Reserve Stock; Registration; Listing	63
	Section 12.8.	Taxes on Conversion	63
	Section 12.9.	Conversion After Record Date	63
	Section 12.10.	Restriction on Common Stock Issuable Upon Conversion	64
	Section 12.11.	Company Determination Final	65
	Section 12.12.	Responsibility of Trustee for Conversion Provisions	65
ARTICLE XIII MISCELLANEOUS			65
	Section 13.1.	Trust Indenture Act Controls	65
	Section 13.2.	Notices	65
	Section 13.3.	Communication by Holders with Other Holders	66
	Section 13.4.	Certificate and Opinion as to Conditions Precedent	66
	Section 13.5.	Statements Required in Certificate or Opinion	66
	Section 13.6.	Calculations in Respect of the Securities	67
	Section 13.7.	Separability Clause	67
	Section 13.8.	Rules by Trustee, Paying Agent, Conversion Agent and Registrar	67
	Section 13.9.	Legal Holidays	67
	Section 13.10.	Governing Law	67
	Section 13.11.	No Recourse Against Others	67
	Section 13.12.	Successors	68
	Section 13.13.	Multiple Originals	68
	Section 13.14.	Benefits of Indenture	68

SCHEDULE I	Projected Payment Schedule
EXHIBIT A	Form of Security
EXHIBIT B	Form of Restrictive Legend for shares of Common Stock Issued Upon Conversion
EXHIBIT C	Form of Purchase Notice and Change in Control Purchase Notice

iii

CROSS-REFERENCE TABLE*

TIA Section		Indenture Section
310	(a)(1)	9.10
	(a)(2)	9.10
	(a)(3)	N.A.
	(a)(4)	N.A.
	(b)	9.08; 9.10
	(c)	N.A.
311	(a)	9.11
	(b)	9.11
	(c)	N.A.
312	(a)	2.5
	(b)	13.3
	(c)	13.3
313	(a)	9.6
	(b)(1)	9.6
	(b)(2)	9.6
	(c)	13.2
	(d)	9.6
314	(a)	6.2; 6.3; 13.2
	(b)	N.A.
	(c)(1)	13.4
	(c)(2)	13.4
	(c)(3)	N.A.
	(d)	N.A.
	(e)	13.5
	(f)	N.A.
315	(a)	9.1
	(b)	9.5; 13.2
	(c)	9.1
	(d)	9.1
	(e)	8.11
316	(a)(last sentence)	2.8
	(a)(1)(A)	8.5
	(a)(1)(B)	8.4
	(a)(2)	N.A.
	(b)	8.7
317	(a)(1)	8.8
	(a)(2)	8.9
	(b)	2.4
318	(a)	13.1

N.A. means Not Applicable

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

INDENTURE dated as of May 9, 2003 between EDWARDS LIFESCIENCES CORPORATION, a Delaware corporation (the "Company"), and JPMORGAN CHASE BANK, a New York banking corporation, as trustee (the "Trustee" ).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company's 3.875% Convertible Senior Debentures due 2033:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1. Definitions.

" Act " has the meanings set forth in Section 1.4(a).

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

" Agent Members " has the meaning set forth in Section 2.1(b).

" Aggregate Value " has the meaning set forth in Section 12.3(d).

" Applicable Procedures " means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and procedures of the Depositary for such Security, in each case to the extent applicable to such transaction and as in effect from time to time.

" Bankruptcy Law " means Title 11, United States Code, or any similar Federal or State law for the relief of debtors.

" Base Amount " has the meaning set forth in Section 12.3(d).

" Bid Solicitation Agent " has the meaning set forth in Section 2.3 hereof.

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

" Board Resolution " means a resolution of the Board of Directors.

" Business Day " means any day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York are authorized or required by law, regulation or executive order to close.

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

" Certificated Securities " means Securities registered in the name of any Person other than the Depositary and that are in substantially the form attached hereto as Exhibit A and that do not include the information called for by footnotes 1 and 3 thereof.

A " Change in Control " shall be deemed to have occurred at the time after the date of this Indenture that any of the following occurs: (a) any "person" or "group" within the meaning of Section 13(d) of the Exchange Act, other than the Company, any Subsidiary of the Company or any employee benefit plan, employee stock purchase plan, employee stock ownership plan, 401(k) plan or other similar plan maintained by the Company or any of its Subsidiaries or for the benefit of any of the officers, directors or employees of the Company or any of its Subsidiaries, files a Schedule TO or Schedule 13D (or any successor thereto) under the Exchange Act disclosing that such person or group has become the direct or indirect "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of Common Voting Equity of the Company representing more than 50% of the total voting power of all of the Company's outstanding Common Voting Equity; (b) consummation of any share exchange,

consolidation or merger of the Company pursuant to which the Common Stock will be converted into Cash, securities or other property or any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one of the Company's Subsidiaries ( provided, however , that a transaction where the holders of more than 50% of the total voting power of all of the Company's outstanding Common Voting Equity immediately prior to such transaction own, directly or indirectly, more than 50% of the total voting power of all of the outstanding Common Voting Equity of the continuing, successor, surviving or transferee entity immediately after such event shall not constitute a Change in Control); or (c) Continuing Directors cease to constitute at least a majority of the Company's board of directors; provided, however , that a Change in Control shall not be deemed to have occurred if either (I) the Last Reported Sale Price of the Common Stock for any five Trading Days (whether or not consecutive) within the 10 consecutive Trading Days ending immediately before the later of the date of the Change in Control or the date of the announcement thereof equals or exceeds 105% of the Conversion Price per share of Common Stock in effect on each of those Trading Days or (II) at least 90% of the consideration, excluding Cash payments for fractional shares, in the transaction or transactions constituting the Change in Control consists (or, when issued or exchanged in connection with the Change in Control, will consist) of shares of common stock or other common equity securities traded on a national securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System or which shall be so traded or quoted when issued or exchanged in connection with such Change in Control (such securities being referred to as " Publicly Traded Securities ") and as a result of such transaction or transactions the Securities become convertible into such Publicly Traded Securities, excluding Cash payments for fractional shares.

" Change in Control Company Notice " has the meaning set forth in Section 5.2(a).

" Change in Control Company Notice Date " has the meaning set forth in Section 5.2(a).

" Change in Control Purchase Date " has the meaning set forth in Section 5.1(a).

" Change in Control Purchase Notice " has the meaning set forth in Section 5.1(c).

" Change in Control Purchase Price " has the meaning set forth in Section 5.1(a).

" Code " means the Internal Revenue Code of 1986, as amended.

" Common Stock " means the common stock, $1.00 par value per share, of the Company as that stock exists on the date of this Indenture or any other shares of capital stock of the Company into which such Common Stock shall be reclassified or changed.

" Common Stock Transfer Certificate " has the meaning set forth in Section 2.12(e).

" Common Voting Equity " means, with respect to any Person, any class or series of common stock or other common equity of such Person (a) which has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of such Person and which is not subject to redemption by such Person and (b) which is ordinarily, in the absence of contingencies, entitled to vote for the election of, or to appoint or to approve the appointment of, the directors, trustees or managing members of, or other persons holding similar positions with, such Person.

" Company " means the party named as the "Company" in the first paragraph of this Indenture until a successor replaces it consistent with the applicable provisions of this Indenture and, thereafter, shall mean such successor. The foregoing sentence shall likewise apply to any subsequent such successor or successors.

" Company Purchase Notice " has the meaning set forth in Section 4.2(a).

" Company Purchase Notice Date " has the meaning set forth in Section 4.2(a).

" Company Request" or "Company Order " means a written request or order signed in the name of the Company by any two Officers, at least one of whom is the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or any Vice President.

" Contingent Interest " has the meaning set forth in Exhibit A attached hereto. All references herein or in the Securities to interest accrued or payable as of any date shall include Contingent Interest accrued or payable as of such date to the extent that, in such context, Contingent Interest is, was or would be payable in respect of the Securities pursuant to the terms of the Securities, and express mention of the payment of Contingent Interest (if applicable) in any provision hereof shall not be construed as excluding Contingent Interest in those provisions hereof where no express mention is not made. Anything in this Indenture or the Securities to the contrary notwithstanding, Contingent Interest, if any, shall only be payable under the circumstances specified in the Securities.

" Continuing Director " means a director who either was a member of the Company's board of directors on May 6, 2003 or who becomes a director of the Company subsequent to that date and whose election, appointment or nomination for election by stockholders of the Company is duly approved by a majority of the Continuing Directors on the Company's board of directors at the time of such approval, either by a specific vote or by approval of the proxy statement issued by the Company on behalf of the Company's entire board of directors in which such individual is named as a nominee for director. In the event that the Company does not have directors, then references in the preceding sentence to "directors" shall be deemed to mean the Company's trustees, managing members or other persons holding similar positions with the Company; references in the preceding sentence (and in the definition of Change in Control) to the Company's "board of directors" shall mean its board of trustees, managing members or similar group; and references in the preceding sentence to the Company's "stockholders" shall mean the holders of its equity securities entitled to elect its trustees, managing members or other persons holding similar positions.

" Conversion Agent " means the office or agency designated by the Company where Securities may be presented for conversion.

" Conversion Notice " has the meaning set forth in Section 12.2(b).

" Conversion Price " means initially $54.66, subject to adjustment as set forth herein.

" Conversion Rate " means, as of any date, the amount obtained by dividing $1,000 by the Conversion Price as of such date. The Conversion Rate shall be calculated to four decimal places (with the fifth decimal being rounded up if such fifth decimal is five or more and otherwise rounded down).

" Corporate Trust Office " means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 4 New York Plaza, 15 ^th Floor, New York, New York 10004, Attention: Institutional Trust Services, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as a successor Trustee may designate from time to time by notice to the Holders and the Company).

" Custodian " means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

" Default " means, when used with respect to the Securities, any event which is, or after notice or passage of time or both would be, an Event of Default.

" Defaulted Interest " has the meaning set forth in Section 6.1 hereof.

" Depositary " means, with respect to any Global Securities, a clearing agency that is registered as such under the Exchange Act and is designated by the Company to act as Depositary for such Global Securities (or any successor securities clearing agency so registered), which shall initially be DTC.

" Determination Date " has, as used in Section 12.3, the meaning set forth in Section 12.3(d).

" Distributed Assets or Securities " has the meaning set forth in Section 12.3(d).

" DTC " means The Depository Trust Company, a New York corporation.

" Event of Default " has the meaning set forth in Section 8.1.

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

" Ex-Dividend Time " means, with respect to any issuance or distribution on shares of Common Stock, the first Trading Day on which the shares of Common Stock trade in a regular way on the principal securities exchange or, if not traded on a securities exchange, the principal securities market on which the shares of Common Stock are then traded without the right to receive such issuance or distribution.

" Fair Market Value " has the meaning set forth in Section 12.3(g).

" Global Securities " means Securities that are in substantially the form attached hereto as Exhibit A and that include the information called for by footnotes 1 and 3 thereof and that are deposited with the Depositary or its custodian and registered in the name of the Depositary or its nominee.

" Holder" or "Securityholder " means a person in whose name a Security is registered on the Registrar's books.

" Indenture " means this Indenture, as amended or supplemented from time to time in accordance with the terms hereof, including the provisions of the TIA that are explicitly incorporated in this Indenture by reference to the TIA or that are deemed to constitute a part of this Indenture pursuant to the TIA.

" Initial Purchasers " has the meaning specified in the Registration Rights Agreement.

" Interest Payment Date " has the meaning set forth in Exhibit A attached hereto.

" Interest Period " has the meaning set forth in Exhibit A attached hereto.

" Last Reported Sale Price " of the Common Stock on any date means:

(a) the closing sale price per share (or, if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on such date as reported in the composite transactions for the principal United States national or regional securities exchange on which the Common Stock is traded or, if the Common Stock is not listed on a United States national or regional securities exchange, as reported by the National Association of Securities Dealers Automated Quotation System;

(b) if the Common Stock is not listed for trading on a United States national or regional securities exchange and not reported by the National Association of Securities Dealers Automated Quotation System on the relevant date, the Last Reported Sale Price will be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization; or

(c) if the Common Stock is not so quoted, the Last Reported Sale Price will be the average of the mid-point of the last bid and ask prices for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

" Legal Holiday " means any day other than a Business Day.

" Legend " has the meaning set forth in Section 2.6(f).

" Liquidated Damages " has the meaning set forth in the Registration Rights Agreement, except that such term, as used herein, shall mean only such Liquidated Damages that are payable with respect to the Securities. All references herein or in the Securities to interest accrued or payable as of any date shall include any Liquidated Damages accrued or payable as of such date as provided in the Registration Rights Agreement to the extent that, in such context, Liquidated Damages are, were or would be payable in respect of the Securities pursuant to the Registration Rights Agreement, and express mention of the payment of Liquidated Damages (if applicable) in any provision hereof shall not be construed as excluding Liquidated Damages in those provisions hereof where no express mention is not made; provided, however, that it is understood and agreed that, as set forth in the Registration Rights Agreement, Liquidated Damages may under certain circumstances be payable in respect of some of the Securities but not be payable in respect of the other Securities. Anything in this Indenture or the Securities to the contrary notwithstanding, Liquidated Damages, if any, shall only be payable under the circumstances provided in the Registration Rights Agreement and, if payable, shall be payable only to the Holders specified in the Registration Rights Agreement and only to the extent specified therein.

" Market Price " means, with respect to any Purchase Date or Change in Control Purchase Date or other date of determination, the average of the Last Reported Sale Prices of the Common Stock for the 20 consecutive Trading Days ending on the third Business Day prior to the applicable Purchase Date, Change in Control Purchase Date or date of determination, as the case may be (if the third Business Day prior to the applicable Purchase Date, Change in Control Purchase Date or date of determination is a Trading Day, or if not, then on the last Trading Day prior to such third Business Day), appropriately adjusted to take into account the occurrence, during the period commencing on the first of the Trading Days during such 20 consecutive Trading Day period and ending on such Purchase Date, Change in Control Purchase Date or date of determination, as the case may be, of any event requiring an adjustment of the Conversion Price under this Indenture.

" Notice of Default " has the meaning set forth in Section 8.1.

" NYSE " means The New York Stock Exchange, Inc.

" Offering Memorandum " means the Company's offering memorandum dated May 6, 2003 relating to the Securities.

" Officer " means the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, the Controller, the Secretary, any Assistant Treasurer or any Assistant Secretary of the Company.

" Officers' Certificate " means a written certificate containing the information specified in Sections 13.4 and 13.5, signed in the name of the Company by any two Officers, at least one of whom is the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President or the Treasurer, and delivered to the Trustee. An Officers' Certificate given pursuant to Section 6.3 shall be signed by the principal executive, principal financial or accounting Officer of the Company and one other Officer.

" Opinion of Counsel " means a written opinion containing the information specified in Sections 13.4 and 13.5, from legal counsel. The counsel may be an employee of, or counsel to, the Company.

" Paying Agent " has the meaning set forth in Section 2.3.

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

" Purchase Date " has the meaning set forth in Section 4.1(a).

" Purchase Notice " has the meaning set forth in Section 4.1(a).

" Purchase Price " has the meaning set forth in Section 4.1(a).

" QIB " means a "qualified institutional buyer" as defined in Rule 144A.

" Record Date " has the meaning set forth in Section 12.3(g).

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

" Redemption Price " has the meaning set forth in Section 3.1.

" Reference Distribution " has the meaning set forth in Section 12.3(d).

" Registrar " has the meaning set forth in Section 2.3.

" Registration Rights Agreement " means the Registration Rights Agreement, dated as of May 9, 2003, between the Company and J.P. Morgan Securities Inc., as representative of the Initial Purchasers referred to therein, as the same may be amended or supplemented from time to time.

" Regular Record Date " has the meaning set forth in Exhibit A attached hereto.

" Responsible Officer " means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president or assistant vice president or any other officer of the Trustee who customarily performs functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person's knowledge of and familiarity with the particular subject.

" Restricted Certificated Security " means a Certificated Security which is a Transfer Restricted Security.

" Restricted Common Stock Legend " means the legend in substantially the form set forth on Exhibit B hereto.

" Restricted Global Security " means a Global Security that is a Transfer Restricted Security.

" Restricted Security " means a Restricted Certificated Security or a Restricted Global Security.

" Rule 144 " means Rule 144 under the Securities Act (or any successor provision thereto), as it may be amended from time to time.

" Rule 144A " means Rule 144A under the Securities Act (or any successor provision thereto), as it may be amended from time to time.

" SEC " means the United States Securities and Exchange Commission or any successor thereto.

" Securities " means any of the Company's 3.875% Convertible Senior Debentures due 2033, as amended or supplemented from time to time, issued under this Indenture.

" Securities Act " means the United States Securities Act of 1933, as amended.

" Shelf Registration Statement " has the meaning set forth in Section 12.10(a).

" Significant Subsidiary " means any Subsidiary of the Company that is a "significant subsidiary" as defined in Rule 1-02(w) of Regulation S-X as such Rule is in effect on the date of this Indenture.

" Special Record Date " has the meaning set forth in Section 6.1 hereof.

" Stated Maturity", when used with respect to any Security, means May 15, 2033.

" stockholder rights " has the meaning set forth in Section 12.3(f)(v) hereof.

" Subsidiary " means, at any time, any Person at least a majority of whose then outstanding Common Voting Equity shall at the time be owned, directly or indirectly, by the Company or by one or more Subsidiaries or by the Company and one or more Subsidiaries.

" Tax Original Issue Discount " means the amount of ordinary interest income on a Security that must be accrued as original issue discount for United States Federal income tax purposes pursuant to Treasury Regulation Section 1.1275-4.

" TIA " means the United States Trust Indenture Act of 1939, as amended and as the same may be further amended from time to time.

" Trading Day " means a day on which trading in securities generally occurs on the NYSE or, if the Common Stock is not listed on the NYSE, on the principal other national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a national or regional securities exchange, on the National Association of Securities Dealers Automated Quotation System, or, if the Common Stock is not quoted on the National Association of Securities Dealers Automated Quotation System, in the over-the-counter market.

" Trading Price " means, on any date of determination, the average of the secondary market bid quotations per $1,000 principal amount of Securities obtained by the Bid Solicitation Agent for $5 million aggregate principal amount of Securities at approximately 4:00 p.m., New York City time, on such determination date from three recognized securities dealers selected by the Company, provided that if

(i) at least three such bid quotations are not obtained by the Bid Solicitation Agent; or

(ii) in the Company's reasonable judgment, the bid quotations are not indicative of the secondary market value of Securities as of such determination date,

then the Trading Price for such determination date will equal (1) the Conversion Rate of the Securities as of such determination date multiplied by (2) the average Last Reported Sale Price of the Common Stock on the five Trading Days ending on such determination date, appropriately adjusted to take into account the occurrence, during the period commencing on the first such Trading Day of such five Trading Day Period and ending on such determination date, of any event requiring an adjustment of the Conversion Price under this Indenture. The Trading Price on any date of determination shall be determined by the Company.

" Transfer Certificate " has the meaning set forth in Section 2.12(e).

" Transfer Restricted Security " has the meaning set forth in Section 2.12(e).

" Trustee " means the party named as the "Trustee" in the first paragraph of this Indenture until a successor replaces it pursuant to the applicable provisions of this Indenture and, thereafter, shall mean such successor. The foregoing sentence shall likewise apply to any subsequent such successor or successors.

" Unrestricted Certificated Security " means a Certificated Security that is not a Transfer Restricted Security.

" Unrestricted Global Security " means a Global Security that is not a Transfer Restricted Security.

Section 1.2. Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

" Commission " means the SEC.

" indenture securities " means the Securities.

" indenture securityholder " means a Securityholder.

" indenture to be qualified " means this Indenture.

" indenture trustee " or "institutional trustee" means the Trustee.

" obligor " on the indenture securities means the Company.

All other TIA terms used but not defined in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions.

Section 1.3. Rules of Construction.

Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with accounting principles generally accepted in the United States as in effect from time to time;

(d) "including" means including, without limitation; and

(e) words in the singular include the plural, and words in the plural include the singular.

Section 1.4. Acts of Holders.

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

conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

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

(c) The principal amount and serial number of any Security and the ownership of Securities shall be proved by the register maintained by the Registrar for the Securities.

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

(e) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.

ARTICLE II

THE SECURITIES

Section 2.1. Form and Dating.

The Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A attached hereto, which is a part of this Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage (provided that any such notation, legend or endorsement required by usage is in a form acceptable to the Company). The Company shall provide any such notations, legends or endorsements to the Trustee in writing. Each Security shall be dated the date of its authentication. Anything in this Indenture to the contrary notwithstanding, in the event that Certificated Securities are issued, then the Company may make such changes in the form of such Certificated Securities as the Company deems necessary or appropriate to prevent or reduce the likelihood of fraud or forgery (such as moving the signatures and certificate of authentication to appear on the first page of such form of Security).

(a) Restricted Global Securities. All of the Securities shall be issued initially in the form of one or more Restricted Global Securities, which shall be deposited with the Trustee at its Corporate Trust Office, as custodian for the Depositary and registered in the name of DTC or the nominee thereof, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary as hereinafter provided.

(b) Global Securities in General. Each Global Security shall provide that it shall initially represent the aggregate amount of outstanding Securities stated thereon, but that the aggregate amount of outstanding Securities represented thereby may from time to time be reduced or increased (but not in excess of the principal amount set forth on the face of such Security), as appropriate, by adjustments made on the records of the Trustee and the Depositary, to reflect exchanges, redemptions, repurchases and conversions of such Securities.

Any adjustment of the aggregate principal amount of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.12 and shall be made on the records of the Trustee and the Depositary.

Neither any members of, or participants in, the Depositary (collectively, " Agent Members ") nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Security registered in the name of the Depositary or any nominee thereof, or under any such Global Security, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or (B) impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a holder of any Security.

(c) Certificated Securities. Certificated Securities will be issued only under the limited circumstances provided in Section 2.12(a)(i).

Section 2.2. Execution and Authentication.

The Securities shall be executed on behalf of the Company by any Officer. The signature of the Officer on the Securities may be manual or facsimile.

A Security bearing the manual or facsimile signature of an individual who was at the time of the execution of the Security an Officer shall bind the Company, notwithstanding that such individual has ceased to hold such office(s) prior to the authentication and delivery of such Securities or did not hold such office(s) at the date of authentication of such Securities.

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in Exhibit A hereto duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

The Trustee shall authenticate and deliver the Securities for original issue in an aggregate principal amount of up to $150,000,000 upon one or more Company Orders without any further action by the Company. The aggregate principal amount of the Securities outstanding at any time may not exceed the amount set forth in the foregoing sentence except as provided in Section 2.7. In authenticating such

Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall receive and shall be fully protected in relying upon:

(a) a copy of the Board Resolution in or pursuant to which the terms and form of the Securities were established, the issuance and sale of the Securities was authorized, this Indenture was authorized and specified Officers were authorized to establish the form and determine the terms of the Securities and the form of this Indenture, to execute the Securities and this Indenture on behalf of the Company and to take any other necessary actions relating thereto, and evidence of any actions taken by authorized Officers pursuant to that Board Resolution, each certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors or taken by any authorized Officer and to be in full force and effect as of the date of such certificate;

(b) an Officers' Certificate delivered in accordance with Sections 13.4 and 13.5; and

(i) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such opinion of counsel, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles; and

(ii) that this Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles.

The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.

Upon receipt of an Officers' Certificate certifying that the Registration Statement is effective, the Trustee shall authenticate, from time to time one or more Unrestricted Global Securities in an aggregate principal amount not to exceed the aggregate principal amount of surrendered and cancelled beneficial interests in the Restricted Global Securities.

The Securities shall be issued only in registered form without coupons and only in denominations of $1,000 of principal amount and any integral multiple of $1,000.

Section 2.3. Registrar, Paying Agent, Conversion Agent and Bid Solicitation Agent.

The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (" Registrar ") , an office or agency where Securities may be presented for redemption, repurchase or payment (" Paying Agent ") and an office or agency where Securities may be presented for conversion (" Conversion Agent "). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company shall also appoint a bid solicitation agent (" Bid Solicitation Agent ") to act as set forth in the definition of Trading Price. The Company may change the Bid Solicitation Agent at any time and from time to time.

The Company may have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term Paying Agent includes any additional paying agent,

including any named pursuant to Section 6.4. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 6.4.

The Company shall enter into an appropriate agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar (in each case, solely if such Person is a Person other than the Trustee). The agreement shall implement the provisions of Section 2.4 of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or Bid Solicitation Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 9.7. The Company or any Subsidiary or an Affiliate of the Company may act as Paying Agent, Registrar, Conversion Agent, co-registrar or Bid Solicitation Agent.

The Company hereby initially appoints the Trustee as Registrar, Paying Agent, Conversion Agent and Bid Solicitation Agent in connection with the Securities.

The rights, privileges, protections, immunities and benefits given to the Trustee under this Indenture, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Paying Agent, Conversion Agent and Bid Solicitation Agent acting hereunder.

Section 2.4. Paying Agent to Hold Cash and Securities in Trust.

Except as otherwise provided herein, prior to 11:00 a.m. (New York City time) on each due date of payments in respect of any Security, the Company shall deposit with the Paying Agent Cash (in immediately available funds if deposited on the due date) or a number of shares of Common Stock (or a combination thereof) sufficient to make such payments then so becoming due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Securityholders or the Trustee all Cash and Common Stock held by the Paying Agent for the making of payments in respect of the Securities and shall notify the Trustee of any default by the Company in making any such payment. If the Company or a Subsidiary or an Affiliate of the Company acts as Paying Agent, it shall segregate the money and Common Stock held by it as Paying Agent and hold it as a separate trust fund.

The Company at any time may require a Paying Agent to pay all Cash and Common Stock and any other securities or property held by it to the Trustee, and to account for any funds and Common Stock or other securities or property disbursed by it. The Trustee may at any time during the continuance of any default by the Company in making any payments in respect of the Securities, upon the written request to the Paying Agent, require such Paying Agent to forthwith pay to the Trustee all Cash and Common Stock and any other securities or property so held in trust. Upon doing so, the Paying Agent shall have no further liability for the Cash or Common Stock or any other securities or property.

Section 2.5. Securityholder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not the Registrar, the Company shall cause to be furnished to the Trustee on or before each semiannual interest payment date and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders.

Section 2.6. Transfer and Exchange.

(a) Subject to compliance with any applicable additional requirements contained in Section 2.12, when a Security is presented to the Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as

requested; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar, and, if applicable, a duly completed Transfer Certificate in form satisfactory to the Company and the Registrar, each duly executed by the Holder thereof or its attorney duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained for such purpose pursuant to Section 2.3, the Company shall execute, and the Trustee shall authenticate one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount at the Registrar's request. Any transfer or exchange shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange.

Neither the Company, the Registrar nor the Trustee shall be required to exchange or register a transfer of (i) any Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed), (ii) any Securities in respect of which a Purchase Notice or a Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be repurchased in part, the portion thereof not to be purchased) or (iii) any Securities for a period of 15 days before the selection of Securities for redemption.

(b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Security, in whole or in part, shall be made only in accordance with Section 2.12 and this Section 2.6(b).

(c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on the register for the Securities.

(d) Any Registrar appointed pursuant to Section 2.3 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities.

(e) No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the Securities or in this Indenture as periods during which such registration of transfers and exchanges need to be made.

(f) If Securities are issued upon the transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends in substantially the form indicated by footnote 2 to Exhibit A attached hereto setting forth such restrictions (collectively, the " Legend "), or if a request is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such evidence satisfactory to each of them, which may include an opinion of counsel and certifications by the Holder making such request, as may be reasonably required by the Company or the Registrar, that neither the Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the Securities Act and the rules and regulations thereunder and that such Securities are not "restricted" within the meaning of Rule 144 under the Securities Act. Upon (i) provision of such satisfactory evidence or (ii) notification by the Company to the Trustee and Registrar of the sale of such Security pursuant to a registration statement that is effective at the time of such sale, the Trustee, at the written direction of the Company, shall authenticate and deliver a Security that does not bear the Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by an Affiliate of the Company or by the Company, the Legend shall be reinstated by the Company.

(g) Each Holder of a Security agrees to indemnify the Company, the Registrar and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security or any shares of Common Stock issued upon conversion of such Securities in violation of any provision of this Indenture and/or applicable United States federal or state securities law.

The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to accept delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Section 2.7. Replacement Securities.

If (a) any mutilated Security is surrendered to the Company, the Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and there is delivered to the Company, the Registrar and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company, the Registrar or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall at the expense of the Holder execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a certificate number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be redeemed by the Company pursuant to Article III or repurchased by the Company pursuant to Article IV or V, the Company in its discretion may, instead of issuing a new Security, pay, redeem or repurchase such Security, as the case may be.

Upon the issuance of any new Securities under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or the Registrar) connected therewith.

Every new Security issued pursuant to this Section 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder.

The provisions of this Section 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Section 2.8. Outstanding Securities; Determinations of Holders' Action.

Securities outstanding at any time are all the Securities authenticated by the Trustee, except for those cancelled by it, those delivered pursuant to Section 2.7, those delivered to the Trustee for cancellation and those described in this Section 2.8 as not outstanding.

A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, waiver, or other Act hereunder, Securities owned by the Company or any other obligor upon

the Securities or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other Act, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination.

If a Security is replaced pursuant to Section 2.7, the replaced Security ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser unaware that such Security has been replaced.

If the Paying Agent holds, in accordance with the terms of this Indenture, at 11:00 a.m. (New York City time) on the Stated Maturity or a Redemption Date or a Purchase Date or a Change in Control Purchase Date or other date on which amounts on the Securities are payable, as the case may be, Cash (and/or Common Stock or other securities or property, in each case if permitted hereunder), sufficient to pay Securities then payable, then on and after such Stated Maturity, Redemption Date, Purchase Date, Change in Control Purchase Date or other date, as the case may be, such Securities shall cease to be outstanding and interest, Contingent Interest, if any, and Liquidated Damages, if any, on such Securities shall cease to accrue.

If a Security is converted in accordance with Article XII, then from and after the time of conversion on the date of conversion, such Security shall cease to be outstanding and interest, Contingent Interest, if any, and Liquidated Damages, if any, on such Security shall cease to accrue on and after the date of conversion.

Section 2.9. Temporary Securities.

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

If temporary Securities are issued, the Company will cause definitive Securities to be prepared without unreasonable delay. After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at the office or agency of the Company designated for such purpose pursuant to Section 2.3, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of authorized denominations. Until so exchanged the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities.

Section 2.10. Cancellation.

All Securities surrendered for payment, redemption pursuant to Article III, repurchase by the Company pursuant to Articles IV or V, conversion or registration of transfer or exchange shall be delivered to the Trustee or, if surrendered to any person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee. The Company may not issue new Securities to replace Securities it has paid or delivered to the Trustee for cancellation or that any Holder has converted pursuant to Article XII. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section,

except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be destroyed by the Trustee in accordance with the Trustee's customary procedure.

Section 2.11. Persons Deemed Owners.

Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment (whether in Cash or Common Stock or any combination thereof) of principal, Redemption Price, Purchase Price or Change in Control Purchase Price of, and interest, Contingent Interest, if any, and Liquidated Damages, if any, on, the Security, for the purpose of receiving Common Stock (and Cash for any fractional shares of Common Stock) upon conversion and for all other purposes whatsoever, whether or not such Security is overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

Section 2.12. Additional Transfer and Exchange Requirements.

(a) Transfer and Exchange of Global Securities.

(i) Certificated Securities shall be issued in exchange for interests in the Global Securities only if (x) the Depositary notifies the Company in writing that it is unwilling or unable to continue as Depositary for the Global Securities or if the Depositary at any time ceases to be a "clearing agency" registered under the Exchange Act, if so required by applicable law or regulation, and a successor Depositary is not appointed by the Company within 90 days of such notification to the Company or of the Company becoming aware of the Depositary's ceasing to be so registered, as the case may be, (y) the Company decides in its sole discretion not to have the Securities or portions of the Securities represented by one or more Global Securities or (z) an Event of Default has occurred and is continuing with respect to the Securities. Any Global Security exchanged pursuant to clause (x) or clause (y) above shall be exchanged in whole and not in part and any Global Security exchanged pursuant to clause (z) above may be exchanged in whole or from time to time in part as directed by the Depositary. In either case, the Company shall execute, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver Certificated Securities in an aggregate principal amount equal to the principal amount of such Global Securities in exchange therefor. Only Restricted Certificated Securities shall be issued in exchange for beneficial interests in Restricted Global Securities, and only Unrestricted Certificated Securities shall be issued in exchange for beneficial interests in Unrestricted Global Securities. Certificated Securities issued in exchange for beneficial interests in Global Securities shall be registered in such names and shall be in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver or cause to be delivered such Certificated Securities to the Persons in whose name such Securities are so registered. Such exchange shall be effected in accordance with the Applicable Procedures.

(ii) Notwithstanding any other provisions of this Indenture other than the provisions set forth in Section 2.12(a)(i), a Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

(b) Transfer and Exchange of Certificated Securities . In the event that Certificated Securities are issued in exchange for beneficial interests in Global Securities in accordance with

Section 2.12(a)(i), and, on or after such event, Certificated Securities are presented by a Holder to the Registrar with a request:

(x) to register the transfer of the Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities; or

(y) to exchange such Certificated Securities for an equal principal amount of Certificated Securities of other authorized denominations,

such Registrar shall register the transfer or make the exchange as requested; provided, however, that the Certificated Securities presented or surrendered for register of transfer or exchange:

(i) shall be duly endorsed or accompanied by a written instrument of transfer in accordance with the proviso to the first paragraph of Section 2.6; and

(ii) in the case of a Restricted Certificated Security, such request shall be accompanied by the following additional information and documents (all of which, other than any legal opinion, may be submitted by facsimile or electronically), as applicable:

(A) if such Restricted Certificated Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Restricted Certificated Security is being transferred to the Company or a Subsidiary of the Company, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate);

(B) if such Restricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB in accordance with Rule 144A or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); or

(C) if such Restricted Certificated Security is being transferred pursuant to an exemption from the registration requirements under the Securities Act in accordance with Rule 144, a certification to that effect from the Holder (in substantially the form set forth in the Transfer Certificate) and if the Company or the Registrar so requests, such legal opinions of counsel, in form and substance acceptable to the Company, certificates and other information as the Company or the Registrar may require to confirm that such transfer is being made pursuant to an exemption from the registration requirements of the Securities Act.

(c) Transfer of a Beneficial Interests in a Restricted Global Security for a Beneficial Interest in an Unrestricted Global Security. Any person having a beneficial interest in a Restricted Global Security may upon request, subject to the Applicable Procedures, transfer such beneficial interest to a person who is required or permitted to take delivery thereof in the form of an Unrestricted Global Security. Upon receipt by the Trustee of written instructions, or such other form of instructions as is customary for the Depositary, from the Depositary or its nominee on behalf of any person having a beneficial interest in a Restricted Global Security and the following additional information and documents in such form as is customary for the Depositary from the Depositary or its nominee on behalf of the person having such beneficial interest in the Restricted Global Security (all of which, other than any legal opinion, may be submitted by facsimile or electronically):

(i) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certification to that effect from the Holder (in substantially the form set forth in the Transfer Certificate); or

(ii) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certification to that effect from the Holder (in substantially the form set forth in the Transfer Certificate) and, if the Company or the Trustee so requests, such legal opinions of counsel, in form and substance acceptable to the Company, certificates and other information as the Company or the Registrar may require to confirm that such transfer is being made pursuant to an exemption from the registration requirements of the Securities Act,

the Trustee, as the Registrar, shall reduce or cause to be reduced the aggregate principal amount of the Restricted Global Security by the appropriate principal amount and shall increase or cause to be increased the aggregate principal amount of the Unrestricted Global Security by a like principal amount. Such transfer shall otherwise be effected in accordance with the Applicable Procedures. If no Unrestricted Global Security is then outstanding, the Company shall execute and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver an Unrestricted Global Security.

Beneficial interests in an Unrestricted Global Security shall not be exchanged for a beneficial interest in a Restricted Global Security.

(d) Transfers of Certificated Securities for Beneficial Interest in Global Securities. In the event that Certificated Securities are issued in exchange for beneficial interests in Global Securities and, thereafter, the events or conditions specified in Section 2.12(a)(i) which required such exchange shall cease to exist, the Company may mail notice to the Trustee and to the Holders stating that Holders may exchange Certificated Securities for interests in Global Securities by complying with the procedures set forth in this Indenture and briefly describing such procedures and the events or circumstances permitting such notice to be given. Thereafter, if Certificated Securities are presented by a Holder to a Registrar with a request:

(x) to register the transfer of such Certificated Securities to a person who will take delivery thereof in the form of a beneficial interest in a Global Security, which request shall specify whether such Global Security will be a Restricted Global Security or an Unrestricted Global Security (provided that Restricted Certificated Securities may be exchanged only for interests in Restricted Global Securities, except as otherwise provided in this Section 2.12(d), and Unrestricted Certificated Securities may be exchanged only for interests in Unrestricted Global Securities), or

(y) to exchange such Certificated Securities for an equal principal amount of beneficial interests in a Global Security, which beneficial interests will be owned by the Holder transferring such Certificated Securities (provided that in the case of such an exchange, Restricted Certificated Securities may be exchanged only for interests in Restricted Global Securities and Unrestricted Certificated Securities may be exchanged only for interests in Unrestricted Global Securities),

the Registrar shall register the transfer or make the exchange as requested by canceling such Certificated Security and causing, or directing the Registrar to cause, the aggregate principal amount of the applicable Global Security to be increased accordingly and, if no such Global Security is then outstanding, the Company shall issue and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly) authenticate and deliver a new Global Security; provided, however, that the Certificated Securities presented or surrendered for registration of transfer or exchange:

(1) shall be duly endorsed or accompanied by a written instrument of transfer in accordance with the proviso to the first paragraph of Section 2.6;

(2) in the case of a Restricted Certificated Security to be transferred for a beneficial interest in an Unrestricted Global Security, such request shall be accompanied by the following additional information and documents, as applicable:

(i) if such Restricted Certificated Security is being transferred pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); or

(ii) if such Restricted Certificated Security is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate) and, if the Company or the Registrar so requests, such legal opinions of counsel, in form and substance acceptable to the Company, certificates and other information as the Company or the Registrar may require to confirm that such transfer is being made pursuant to an exemption from the registration requirements of the Securities Act;

(3) in the case of a Restricted Certificated Security to be transferred or exchanged for a beneficial interest in a Restricted Global Security, such request shall be accompanied by a certification from such Holder (in substantially the form set forth in the Transfer Certificate) to the effect that such Restricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB (which, in the case of an exchange, shall be such Holder) in accordance with Rule 144A; and

(4) in the case of an Unrestricted Certificated Security to be transferred or exchanged for a beneficial interest in an Unrestricted Global Security, such request need not be accompanied by any additional information or documents.

An Unrestricted Certificated Security shall not be exchanged for a beneficial interest in a Restricted Global Security.

(e) Legends.

(1) Except as permitted by the following paragraphs (2), (3) and (4), each Global Security and Certificated Security (and all Securities issued in exchange therefor or upon registration of transfer or replacement thereof) shall bear the Legend (each a " Transfer Restricted Security ") for so long as it is required by this Indenture to bear such Legend. Each Transfer Restricted Security shall have attached thereto a transfer certificate (a " Transfer Certificate ") and a common stock transfer certificate (a " Common Stock Transfer Certificate ") in substantially the forms indicated by footnote 4 to Exhibit A attached hereto.

(2) Upon any sale or transfer of a Transfer Restricted Security (x) pursuant to Rule 144 under the Securities Act or (y) pursuant to an effective registration statement under the Securities Act:

(i) in the case of any Restricted Certificated Security, any Registrar shall permit the Holder thereof to transfer such Restricted Certificated Security to a transferee who will take such Security in the form of an Unrestricted Certificated Security or (under the circumstances described in Section 2.12(d)) to transfer such Restricted Certificated Security to a transferee who shall take such Security in the form of a beneficial interest in an Unrestricted Global Security, and in each case shall rescind any restriction on the transfer of such Security; provided, however, that the Holder of such Restricted Certificated Security shall, in connection with such transfer, comply with the other applicable provisions of this Section 2.12; and

(ii) in the case of any beneficial interest in a Restricted Global Security, the Trustee shall permit the beneficial owner thereof to transfer such beneficial interest to a transferee who shall take such interest in the form of a beneficial interest in an Unrestricted Global Security and shall rescind any restriction on transfer of such beneficial interest; provided , however , that such Unrestricted Global Security shall continue to be subject to the provisions of Section 2.12(a)(ii); and provided , further, that the owner of such beneficial interest shall, in connection with such transfer, comply with the other applicable provisions of this Section 2.12.

(3) Upon the exchange, registration of transfer or replacement of Securities not bearing the Legend, the Company shall execute, and the Trustee shall authenticate and deliver, Securities that do not bear such Legend and that do not have a Transfer Certificate attached thereto.

(4) After the expiration of the holding period pursuant to Rule 144(k) under the Securities Act, the Company may, in its sole and absolute discretion, with the consent of the Holder of a Restricted Global Security or a Restricted Certificated Security, remove any restriction on transfer of such Security, and, if the Company elects to remove such restriction on transfer, the Company shall execute, and the Trustee shall authenticate and deliver, Securities that do not bear such Legend and that do not have a Transfer Certificate attached thereto.

(5) In the event that shares of Common Stock or other securities are issued upon conversion of a Security (including an interest in a Global Security) that bears the Legend, then such Shares of Common Stock or other securities, as the case may be, shall bear a legend in substantially the form called for by Exhibit B attached hereto.

(f) Transfers to the Company . Nothing contained in this Indenture or in the Securities shall prohibit the sale or other transfer of any Securities (including beneficial interests in Global Securities) to the Company or any of its Subsidiaries, which Securities shall thereupon be cancelled in accordance with Section 2.10.

(g) Anything herein to the contrary notwithstanding, in connection with any transfer of Securities prior to the date which is two years after the later of (x) the date of this Indenture (or, if the over-allotment option granted to J.P. Morgan Securities Inc. is exercised, the original issue date of the Securities issued upon exercise of such option) and (y) the last date on which the Company or any "affiliate" (as defined in Rule 144 under the Securities Act) of the Company was the owner of the applicable Security, the Holder of such Security will be required to deliver to the Company and the Trustee such legal opinions, certificates and other information as the Company or the Trustee may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and is otherwise being made in compliance with the transfer restrictions set forth in this Indenture and the Securities; provided that the foregoing shall not be applicable in the case of a transfer of Securities being made pursuant to a registration statement which is effective under the Securities Act.

Section 2.13. CUSIP Numbers.

The Company may issue the Securities with "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Holders; provided , however , that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any

such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the CUSIP numbers.

Section 2.14. Calculation of Tax Original Issue Discount.

The Company agrees, and each Holder and any beneficial owner of a Security by its purchase thereof shall be deemed to agree, to treat, for United States federal income tax purposes, the Securities as debt instruments that are subject to Treasury Regulation Section 1.1275-4(b). For United States federal income tax purposes, the Company agrees, and each Holder and any beneficial owner of a Security by its purchase thereof shall be deemed to agree, to treat the fair market value of the Common Stock received upon the conversion of a Security, or upon the Holder's or beneficial owner's exercise of its option to require the Company to purchase the Security where the Company elects to pay in Common Stock, as a contingent payment for purposes of Treasury Regulation Section 1.1275-4(b) that will result in an adjustment under Treasury Regulation Section 1.1275-4(b)(3)(iv) and Treasury Regulation Section 1.1275-4(b)(6) and to accrue interest with respect to outstanding Securities as original issue discount for United States federal income tax purposes (i.e., Tax Original Issue Discount) according to the "noncontingent bond method," set forth in Section 1.1275-4(b) of the Treasury Regulations, using the comparable yield set forth in Schedule I to this Indenture compounded semi-annually and the projected payment schedule attached as Schedule I to this Indenture.

The Company acknowledges and agrees, and each Holder and any beneficial owner of a Security by its purchase thereof shall be deemed to acknowledge and agree, that (i) the comparable yield means the annual yield the Company would pay, as of the date of this Indenture for United States federal income tax purposes, on a noncontingent, nonconvertible, fixed-rate debt instrument with terms and conditions otherwise similar to those of the Securities, (ii) the schedule of projected payments is determined, in part, on the basis of an assumption of linear growth of the stock price and is not determined for any purpose other than for the determination of interest accruals and adjustments thereof in respect of the Securities for United States federal income tax purposes and (iii) the comparable yield and the schedule of projected payments do not constitute a projection or representation regarding the amounts payable on the Securities.

Section 2.15. Rounding.

For purposes of computing the Trading Price, Market Price or Last Reported Sale Price as of any date, the average of the bid and ask prices for any security as of any date, or the average Trading Price or average Last Reported Sale Price for any period, all calculations shall be made by the Company and shall be made to the nearest cent, with one-half cent being rounded upward.

ARTICLE III

OPTIONAL REDEMPTION

Section 3.1. The Company's Right to Redeem; Notice to Trustee, Paying Agent and Holders.

Prior to May 15, 2008, the Securities will not be redeemable at the Company's option. On or after May 15, 2008, the Company, may, at its option, redeem the Securities in accordance with this Article III for Cash at any time in whole, or from time to time in part, at a redemption price payable to the Holders of the Securities to be redeemed equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, and Contingent Interest, if any, on those Securities to, but excluding, the Redemption Date (the " Redemption Price "); provided that payments of accrued and unpaid interest, if any, Contingent Interest, if any, and Liquidated Damages, if any, that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date will be payable on such Interest Payment Date to the persons that were the Holders of the Securities (or one or more predecessor Securities) at the close of business on the relevant Regular

Record Date (in which case the Redemption Price shall not include any such accrued and unpaid interest, if any, Contingent Interest, if any, or Liquidated Damages, if any, paid or duly provided for on such Interest Payment Date).

Section 3.2. Selection of Securities to Be Redeemed.

If fewer than all of the outstanding Securities are to be redeemed, the Trustee shall select the Securities to be redeemed (in principal amounts of $1,000 or integral multiples thereof) by lot, on a pro rata basis or by another method the Trustee considers fair and appropriate (so long as such method is not prohibited by the rules of the national or regional securities exchange on which the Securities are then listed). The Trustee shall make such selection promptly after it receives the notice from the Company provided for in Section 3.3.

If any Securities selected for partial redemption are thereafter surrendered for conversion in part before termination of the conversion right with respect to the portion of the Securities so selected, the converted portion of such Securities shall be deemed (so far as may be), solely for purposes of determining the aggregate principal amount of Securities to be redeemed by the Company, to be the portion selected for redemption. Securities that have been converted during a selection of Securities to be redeemed may be treated by the Trustee as outstanding for the purpose of such selection. Nothing in this Section 3.2 shall affect the right of any Holder to convert any Securities pursuant to Article XII.

Section 3.3. Notice of Redemption. If the Company elects to redeem Securities, it shall notify the Trustee and the Paying Agent in writing of the Redemption Date, the principal amount of Securities to be redeemed and the Redemption Price. The Company shall give this notice to the Trustee and the Paying Agent at least 40 days prior to the Redemption Date (unless a shorter notice shall be acceptable to the Trustee).

At least 30 days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first-class mail, postage prepaid, to each Holder of Securities to be redeemed.

The notice of redemption shall identify the Securities to be redeemed and shall state:

(a) the Redemption Date;

(b) the Redemption Price and the amount of interest, if any, and Contingent Interest, if any, payable on the Redemption Date;

(d) the name and address of the Paying Agent and Conversion Agent;

(e) that Securities called for redemption must be presented to the Paying Agent to collect the Redemption Price;

(f) that the Securities called for redemption may be converted at any time before the close of business on the Business Day prior to the Redemption Date;

(g) that Holders who want to convert their Securities must comply with the requirements applicable to such conversion set forth in Article XII;

(h) if fewer than all of the outstanding Securities are to be redeemed, the certificate number (but only in the case of Certificated Securities) and the principal amounts of the particular Securities to be redeemed;

(i) that, unless the Company defaults in making payment of such Redemption Price, interest, if any, Contingent Interest, if any, and Liquidated Damages, if any, on Securities called for redemption will cease to accrue on and after the Redemption Date, and the only remaining right

of the Holder will be to receive payment of the Redemption Price upon presentation and surrender to the Paying Agent of the Securities;

(j) the CUSIP numbers of the Securities called for redemption; and

(k) any other information the Company wants to present.

At the Company's request, the Trustee shall mail the notice of redemption in the Company's name and at the Company's expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be acceptable to the Trustee) prior to the date by which such notice of redemption must be given to Holders in accordance with this Section 3.3; provided, further, that the text of the notice of redemption shall be prepared by the Company.

Section 3.4. Effect of Notice of Redemption.

Once notice of redemption is mailed, Securities called for redemption become due and payable on the Redemption Date and at the Redemption Price, except for Securities that are converted in accordance with the provisions of Article XII and Securities (or portions thereof) which are not outstanding on the Redemption Date. Upon presentation and surrender to the Paying Agent, Securities called for redemption shall be paid at the Redemption Price.

Section 3.5. Sinking Fund.

There shall be no sinking fund for the Securities.

Section 3.6. Deposit of Redemption Price.

On or before 11:00 a.m. (New York City time) on the Redemption Date, the Company shall deposit with the Paying Agent (or if the Company or a Subsidiary or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) an amount of money sufficient to pay the aggregate Redemption Price of all the Securities to be redeemed on that date other than the Securities (or portions thereof) called for redemption which on or prior thereto have been delivered by the Company to the Registrar for cancellation or have been converted. The Trustee and Paying Agent shall, as promptly as practicable, return to the Company any money not required for that purpose because of conversion of the Securities in accordance with the provisions of Article XII or because any Securities (or portions thereof) called for redemption have been cancelled. If such money is then held by the Company or a Subsidiary in trust and is not required for such purpose, it shall be discharged from such trust.

Section 3.7. Securities Redeemed in Part.

Any Security which is to be redeemed only in part shall be surrendered at the office of the Paying Agent and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without charge, a new Security or Securities, in an authorized denomination equal in aggregate principal amount to the unredeemed portion of the Security so surrendered.

Section 3.8. Repayment to the Company.

To the extent that the aggregate amount of Cash deposited by the Company pursuant to Section 3.6 exceeds the aggregate Redemption Price of the Securities or portions thereof which the Company is redeeming as of the Redemption Date, then, promptly after the Redemption Date, the Trustee and the Paying Agent shall return any such excess to the Company.

ARTICLE IV

PURCHASE OF SECURITIES
AT THE OPTION OF THE HOLDER

Section 4.1. Purchase of Securities at Option of the Holder.

(a) Notice of Purchase. On each of May 15, 2008, May 15, 2013 and May 15, 2018 (each, a " Purchase Date "), a Holder shall have the right, at such Holder's option, subject to the terms and conditions of this Indenture, to require the Company to purchase any or all of such Holder's outstanding Securities at a purchase price equal to 100% of the principal amount of the Securities to be purchased, plus accrued and unpaid interest, if any, and Contingent Interest, if any, to, but excluding, such Purchase Date (the " Purchase Price "), provided that payments of accrued and unpaid interest, Contingent Interest, if any, and Liquidated Damages, if any, that are due and payable on any Interest Payment Date falling on or prior to a Purchase Date will be payable on such Interest Payment Date to the persons that were the Holders of the Securities (or one or more predecessor Securities) at the close of business on the relevant Regular Record Date (in which case the Purchase Price shall not include any such accrued and unpaid interest, if any, Contingent Interest, if any, or Liquidated Damages, if any, paid or duly provided for on such Interest Payment Date), upon:

(i) delivery to the Paying Agent by the Holder of a duly completed written notice of purchase (a " Purchase Notice "), in substantially the form attached hereto as Exhibit C, at any time from the opening of business on the date that is 25 Business Days immediately preceding the applicable Purchase Date until 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding such Purchase Date, which Purchase Notice shall include the information called for by such Purchase Notice, including the following:

(A) if certificated, the certificate numbers of the Securities which the Holder will deliver to be purchased, or, if not certificated, such information as may be required under the Applicable Procedures;

(B) the portion of the principal amount of the Securities which the Holder will deliver to be purchased, which portion must be $1,000 in principal amount or an integral multiple thereof;

(C) that such Securities shall be purchased as of the Purchase Date pursuant to the terms and conditions specified in this Indenture and the Securities; and

(D) if the Company elects, pursuant to a Company Purchase Notice, to pay the Purchase Price as of the May 15, 2013 or the May 15, 2018 Purchase Dates, in whole or in part, in Common Stock but such Purchase Price shall ultimately be payable to such Holder entirely in Cash because any of the conditions to the payment of the Purchase Price in Common Stock are not satisfied prior to the close of business on the Business Day immediately preceding the relevant Purchase Date, whether such Holder elects (x) to withdraw such Purchase Notice as to some or all of the Securities to which such Purchase Notice relates (stating the principal amount and, if certificated, certificate numbers of the Securities as to which such withdrawal shall relate), or (y) to receive Cash in respect of the entire Purchase Price for all Securities (or portions thereof) to which such Purchase Notice relates; provided , that if a Holder, in such Holder's Purchase Notice, fails to indicate such Holder's choice with respect to the foregoing election, such Holder shall be deemed to have elected to receive Cash in respect of the entire Purchase Price for all Securities subject to such Purchase Notice under the foregoing circumstances; and

(ii) delivery or book-entry transfer of such Securities to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying

Agent, such delivery or transfer being a condition to receipt by the Holder of the Purchase Price therefor; provided, however , that such Purchase Price shall be so paid pursuant to this Section 4.1 only if the Securities so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice.

(b) The Company shall purchase from a Holder, pursuant to this Section 4.1, Securities if the principal amount of such Securities is $1,000 or a multiple of $1,000 if so requested by such Holder, provided that such Holder shall have complied with the applicable procedures set forth in this Indenture and such Securities shall have been delivered to the Paying Agent as aforesaid and not withdrawn.

(c) Any purchase by the Company contemplated pursuant to the provisions of this Article IV shall be consummated by the delivery of the Purchase Price to be received by the Holder promptly following the later of the Purchase Date and the time of book-entry transfer or delivery of the Securities.

(d) Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase Notice contemplated by this Section 4.1 shall have the right at any time prior to 5:00 p.m. (New York City time) on the fifth Business Day prior to the applicable Purchase Date to withdraw such Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 4.3.

(e) The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof.

(f) At or before 11:00 a.m. (New York City time) on the Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or a Subsidiary or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) Cash or Common Stock sufficient to pay the aggregate Purchase Price of the Securities to be purchased pursuant to this Section 4.1. Payment by the Paying Agent of the Purchase Price for such Securities shall be made promptly following the later of the Purchase Date and the time of book-entry transfer or delivery of such Securities. If the Company is delivering Common Stock, the Company shall deliver to each Holder (or other person) entitled to receive Common Stock, through the Paying Agent, a certificate (other than in the case of Securities in book-entry form with the Depositary, which shares of Common Stock will be delivered in accordance with the Applicable Procedures of the Depositary) for the number of full shares of Common Stock issuable in payment of such Purchase Price and Cash in lieu of any fractional shares. The Person in whose name the certificate for Common Stock is registered shall be treated as a holder of record following the Purchase Date. No payment or adjustment shall be made for dividends or distributions on the Common Stock the record date for which occurred on or prior to the Purchase Date. If the Paying Agent holds, in accordance with the terms of this Indenture, Cash or Common Stock sufficient to pay the Purchase Price of the Securities in respect of which a Purchase Notice has been duly delivered and not withdrawn on the applicable Purchase Date, then on and after such Purchase Date (whether or not book-entry transfer of such Securities is made and whether or not such Securities are delivered to the Paying Agent) (i) such Securities shall cease to be outstanding and interest, Contingent Interest, if any, and Liquidated Damages, if any, will cease to accrue on such Securities, and (ii) all other rights of the Holders of such Securities will terminate, other than the right to receive the Purchase Price upon delivery or transfer of such Securities as aforesaid. If a Holder is paid in Common Stock, the Company shall pay any documentary, stamp or similar issue or transfer tax due on such issue of shares of Common Stock. However, the Holder shall pay any such tax which is due because the Holder requests the shares of Common Stock to be issued in a name other than the Holder's name. The Paying Agent may refuse to deliver the Common Stock being issued in a name other than the Holder's name until the Paying Agent receives a sum sufficient to pay any tax or other

governmental charge which shall be due because the shares of Common Stock are to be issued in a name other than the Holder's name. Nothing herein shall preclude the Paying Agent from withholding any withholding tax required by law.

(g) Notwithstanding anything herein to the contrary, the portion of the Purchase Price, if any, that constitutes accrued and unpaid interest, if any, Contingent Interest, if any, and Liquidated Damages, if any, on the Securities shall be paid in Cash.

(h) All questions as to the validity, eligibility (including time of receipt) and acceptance of any Securities for repurchase shall be determined by the Company, whose determination shall be final and binding.

Section 4.2. Additional Conditions and Procedures for Purchase at the Option of the Holder.

(a) The Company shall mail a notice (a " Company Purchase Notice ") to the Holders at their addresses shown in the Security register maintained by the Registrar and to the Trustee and Paying Agent, on or before the 25th Business Day prior to each Purchase Date (a " Company Purchase Notice Date "). Each Company Purchase Notice shall include a form of Purchase Notice to be completed by a Holder and shall state:

(i) the applicable Purchase Price and the Conversion Price at the time of such notice;

(ii) the name and address of the Paying Agent and the Conversion Agent;

(iii) that Securities must be surrendered to the Paying Agent to collect payment of the Purchase Price;

(iv) that Securities as to which a Purchase Notice has been given may be converted only if the conditions to conversion set forth in this Indenture have been satisfied and only if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture;

(v) that the Purchase Price for any Securities as to which a Purchase Notice has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date and the time of book-entry transfer or delivery of such Securities;

(vi) whether the Company will pay the Purchase Price in Cash, in Common Stock or in a combination thereof (specifying the percentages or amounts of each) and, if Common Stock is to be issued, the method for calculating the Market Price of the Common Stock;

(vii) the procedures the Holder must follow to exercise its rights under Section 4.1 and this Section 4.2;

(viii) briefly, the conversion rights, if any, of the Holders of the Securities;

(ix) that, unless the Company defaults in making payment of such Purchase Price on Securities covered by any Purchase Notice and not withdrawn, interest, Contingent Interest, if any, and Liquidated Damages, if any, on the Securities as to which a Purchase Notice has been given and not withdrawn will cease to accrue on and after the Purchase Date;

(x) the CUSIP number(s) of the Securities; and

(xi) the last date and time on which, after a Purchase Notice has been delivered, the Holder may withdraw such Purchase Notice, which date and time will be 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Purchase Date.

At the Company's request, made at least five Business Days (unless a shorter period shall be acceptable to the Paying Agent) prior to the date upon which such notice is to be mailed, and at the Company's expense, the Paying Agent shall give the Company Purchase Notice in the Company's name;

provided, however , that, in all cases, the text of the Company Purchase Notice shall be prepared by the Company.

Section 4.3. Effect of Purchase Notice; Effect of Event of Default.

(a) Upon receipt by the Company of the Purchase Notice specified in Section 4.1, the Holder of the Securities in respect of which such Purchase Notice was given shall (unless such Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Purchase Price with respect to such Securities. Such Purchase Price shall be paid by the Paying Agent to such Holder promptly following the later of (x) the Purchase Date with respect to such Securities (provided the conditions in Section 4.1 have been satisfied) and (y) the time of delivery or book-entry transfer of such Securities to the Paying Agent by the Holder thereof in the manner required by Section 4.1. Securities in respect of which a Purchase Notice has been given by the Holder thereof may not be converted into shares of Common Stock on or after the date of the delivery of such Purchase Notice unless such Purchase Notice has first been validly withdrawn as specified in the following two paragraphs.

A Purchase Notice may be withdrawn in whole or in part by means of a written notice of withdrawal delivered to the office of the Paying Agent at any time prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Date to which it relates specifying:

(i) if certificated, the certificate numbers of the Securities in respect of which such notice of withdrawal is being submitted, or, if not certificated, such information as may be required under the Applicable Procedures;

(ii) the principal amount of the Securities with respect to which such notice of withdrawal is being submitted; and

(iii) the principal amount, if any, of such Securities which remains subject to the original Purchase Notice and which has been or shall be delivered for purchase by the Company.

If a Purchase Notice is duly withdrawn with respect to any Securities, then the Company will not be obligated to purchase such Securities pursuant to this Article IV.

(b) There shall be no purchase of any Securities pursuant to this Article IV if an Event of Default has occurred and is continuing (other than a default that is cured by the payment of the Purchase Price). The Paying Agent shall promptly return to the respective Holders thereof any Securities (x) with respect to which a Purchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default that is cured by the payment of the Purchase Price) in which case, upon such return, the Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Section 4.4. Securities Purchased in Part. Any Securities that are to be purchased only in part shall be surrendered at the office of the Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Securities, without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder in aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Securities so surrendered which is not purchased.

Section 4.5. Covenant to Comply with Securities Laws Upon Purchase of Securities. In connection with any offer to purchase Securities under this Article IV, the Company shall, to the extent that such offer or purchase constitutes an "issuer tender offer" for purposes of Rule 13e-4 (or any successor provision thereto) under the Exchange Act, (a) comply with Rules 13e-4 and 14e-1 (and any successor provision thereto) under the Exchange Act, if applicable; (b) file the related Schedule TO (or any

successor schedule, form or report) under the Exchange Act, if applicable; and (c) otherwise comply with all applicable federal and state securities laws so as to permit the rights and obligations under Section 4.1 to be exercised in the time and in the manner specified in Section 4.1. The Company shall determine whether such offer or purchase constitutes an "issuer tender offer" and whether any of the foregoing shall be applicable in its sole and absolute discretion.

Section 4.6. Repayment to the Company. The Trustee and the Paying Agent shall return to the Company upon written request any Cash or property that remains unclaimed as provided in paragraph 12 of the Securities, together with interest that the Trustee or Paying Agent, as the case may be, has agreed to pay, if any, held by them for the payment of a Purchase Price; provided, however , that to the extent that the aggregate amount of Cash or property deposited by the Company pursuant to Section 4.1(f) exceeds the aggregate Purchase Price of the Securities or portions thereof which the Company is obligated to purchase as of the Purchase Date, then, promptly on and after the Business Day following the Purchase Date, the Trustee and the Paying Agent shall return any such excess to the Company together with interest that the Trustee or Paying Agent, as the case may be, has agreed in writing to pay, if any.

Section 4.7. Company's Right to Elect Manner of Payment of Purchase Price. In the case of the May 15, 2008 Purchase Date, the Company shall pay the Purchase Price in respect of any Securities to be purchased pursuant to this Article IV as of such Purchase Date in Cash. Subject to Section 4.10, the Company may elect with respect to the May 15, 2013 or the May 15, 2018 Purchase Dates to pay the Purchase Price in respect of the Securities to be purchased pursuant to this Indenture as of such Purchase Date in (a) Cash or (b) Common Stock, or (c) any combination of Cash and Common Stock, subject to the conditions set forth herein. The number of full shares of Common Stock that shall be issued to any Holder entitled to receive the Purchase Price in whole or in part in shares of Common Stock shall be calculated by dividing (x) an amount equal to (i) the aggregate principal amount of Securities which such Holder has duly surrendered for purchase in accordance with this Indenture and not withdrawn minus (ii) if the Company has elected to pay a portion of the Purchase Price in Cash, the aggregate amount of Cash (excluding Cash payable in respect of accrued interest, Contingent Interest, if any, or Liquidated Damages, if any) that the Company has elected to pay such Holder as part of the Purchase Price of such Securities by (y) the Market Price of a share of Common Stock as determined with respect to such Purchase Date. The Company shall pay Cash for fractional shares of Common Stock as provided in Section 4.9 below. For purposes of making the foregoing calculation and for determining the existence of potential fractional shares, all Securities subject to purchase by the Company held by a Holder shall be aggregated (no matter how many separate certificates are to be presented); provided that, anything in this Indenture or the Securities to the contrary notwithstanding, in the case of the purchase of interests in Global Securities, the Company may, in its sole and absolute discretion, instead make the foregoing calculation and determine the existence of potential fractional shares using such other method of aggregating Securities as may at the time be required under the Applicable Procedures or as the Company may, in its sole and absolute discretion, determine is customary or appropriate in the case of Global Securities (and which may include, without limitation, making such calculation and determining the existence of potential fractional shares on the basis of the aggregate principal amount of Securities subject to purchase that are beneficially owned by each participant in the Depositary from whom Securities are being purchased). Each Holder whose Securities are purchased pursuant to this Article IV shall receive the same percentage of Cash and/or Common Stock in payment of the Purchase Price for such Securities (subject to rounding and subject to differences resulting from fractional shares), except (a) as provided herein with regard to the payment of Cash in lieu of fractional shares of Common Stock, (b) in the event that the Company is unable to purchase the Securities of a Holder or Holders for Common Stock because any necessary qualifications or registrations of the Common Stock under applicable federal or state securities laws cannot be obtained, the Company may purchase the Securities of such Holder or Holders for Cash, or (c) to the extent that certain Holders may be entitled to Liquidated Damages, if any, while other

Holders may not be entitled to Liquidated Damages, if any. All calculations made pursuant to this Section 4.7 for purposes of determining the number of shares of Common Stock issuable upon a purchase of Securities shall be made to the nearest one-hundredth of a share, with 0.005 of a share being rounded upward.

Section 4.8. Officers' Certificate. At least five Business Days (unless a shorter period is acceptable to the Trustee) before the Company Purchase Notice Date, the Company shall deliver an Officers' Certificate to the Trustee (provided, that at the Company's option, the matters to be addressed in such Officers' Certificate may be divided among two or more such certificates) specifying:

(a) the manner of payment selected by the Company;

(b) if the Company elects to pay the Purchase Price, or a specified percentage or amount thereof in Common Stock pursuant to Section 4.7, that the Company will notify the Trustee if the conditions to such payment in Common Stock set forth in Section 4.10 have not been satisfied with respect to any Holder prior to the close of business on the Business Day immediately preceding the applicable Purchase Date (and the Trustee shall be entitled to rely upon such notice for purposes of determining the consideration payable to such Holder on such Purchase Date); and

Section 4.9. Fractional Shares. The Company shall not issue a fractional share of Common Stock in payment of the Purchase Price. Instead the Company shall pay Cash for the fractional share and the amount of such Cash shall be determined by multiplying the Market Price determined with respect to the applicable Purchase Date by such fraction and rounding the product to the nearest whole cent, with one-half cent being rounded upward. The existence of fractional shares shall be determined as provided in Section 4.7.

Section 4.10. Conditions to Exercise of Right to Issue Common Stock. The Company's right to exercise its election to purchase the Securities, in whole or in part, pursuant to this Article IV through the issuance of shares of Common Stock shall be conditioned upon:

(a) the Company having given timely written notice in accordance with Section 4.2 herein of its election to purchase all or a specified percentage or amount of the Securities with Common Stock as provided herein;

(b) the Common Stock being listed on a national or regional securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System at such time;

(c) information necessary to calculate the Market Price of the Common Stock being published in a daily newspaper of national circulation or being otherwise readily publicly available;

(d) the registration of the shares of Common Stock to be issued in respect of the payment of the specified percentage or amount of the Purchase Price under the Securities Act or the Exchange Act, in each case if required;

(e) the Company having obtained any necessary qualification or registration under applicable state securities laws or the availability of an exemption from such qualification and registration; and

against surrender and delivery of those Securities, shall be validly issued, fully paid and non-assessable, and, to the best of their knowledge, free from preemptive rights and stating that conditions (a), (b), (c), (d) and (e) above have been satisfied and an Opinion of Counsel to the effect that condition (d) above has been satisfied.

Such Officers' Certificate shall also set forth the Market Price to be used for determining the number of shares of Common Stock to be issued to pay the Purchase Price of any Securities and the Last Reported Sale Price of a share of Common Stock on each Trading Day during the period during which the Market Price is calculated with respect to the applicable Purchase Date. If any of the conditions set forth in this Section 4.10 are not satisfied with respect to a Holder or Holders prior to the close of business on the Business Day immediately preceding the applicable Purchase Date, and the Company has elected to pay all or a portion of the Purchase Price for the Securities to be purchased as of such Purchase Date pursuant to this Article IV through the issuance of shares of Common Stock, the Company shall pay the entire Purchase Price in respect of such Securities of such Holder or Holders in Cash (other than Securities which, pursuant to the applicable Purchase Notice, are deemed to have been withdrawn under such circumstances). The Company shall not change the form or components or percentages or amounts of components of consideration to be paid for the Securities once it has given the Company Purchase Notice, except as described in the previous sentence.

In the event that any Common Stock shall be issuable to pay all or a portion of the Purchase Price, the Trustee shall have no responsibility for determining the Market Price of such Common Stock or as to whether the shares of such Common Stock are duly authorized, validly issued, fully paid and non-assessable.

Section 4.11. Extension of Purchase Date. Anything in this Indenture or the Securities to the contrary notwithstanding, if the Company is required by applicable law or regulation (including, without limitation, the Securities Act or the Exchange Act or the respective rules and regulations thereunder) or by comment or request of the staff of the Commission, to extend a Purchase Date to a date that is later than the date specified in the first paragraph of Section 4.1(a), then all references to that Purchase Date shall be deemed to mean such extended date, mutatis mutandis, and the Company's obligation to purchase Securities that have been duly surrendered for purchase in compliance with this Article IV shall likewise be extended.

ARTICLE V

PURCHASE OF SECURITIES
AT THE OPTION OF THE HOLDER
UPON A CHANGE OF CONTROL

Section 5.1. Purchase at the Option of the Holder upon a Change in Control.

(a) If a Change in Control shall occur at any time prior to May 15, 2008, each Holder shall have the right, at such Holder's option, but subject to the terms and conditions set forth in this Indenture, to require the Company to purchase any or all of such Holder's Securities on a date (the " Change in Control Purchase Date ") determined by the Company and specified in the Change in Control Company Notice given as set forth below, which date shall be (i) on or before the 55th Business Day after the date of such Change in Control and (ii) not more than 35 Business Days nor fewer than 25 Business Days after the date of the Change in Control Company Notice. The Securities shall be repurchased in integral multiples of $1,000 of the principal amount. The Company shall purchase such Securities at a price payable to the Holder of the Securities to be purchased equal to 100% of the principal amount plus accrued and unpaid interest, if any, and accrued and unpaid Contingent Interest, if any, to, but excluding, the Change in Control Purchase Date (the " Change in Control Purchase Price "); provided that payments of accrued and unpaid interest, Contingent Interest, if any, and Liquidated Damages, if any, that are due and payable on

any Interest Payment Date falling on or prior to such Change in Control Purchase Date will be payable on such Interest Payment Date to the persons that were the Holders of the Securities (or one or more predecessor Securities) at the close of business on the relevant Regular Record Date (in which case the Change in Control Purchase Price shall not include any such accrued and unpaid interest, if any, Contingent Interest, if any, or Liquidated Damages, if any, paid or duly provided for on such Interest Payment Date). If a Change in Control occurs on or after May 15, 2008, no Holder will have any right to require the Company to repurchase any Securities as a result of such Change in Control.

(b) The Company, or at its request (which must be received by the Paying Agent at least five Business Days (or such lesser period as agreed to by the Paying Agent) prior to the date the Paying Agent is requested to give such notice as described below), the Paying Agent in the name of and at the expense of the Company, shall mail to all Holders and the Trustee a Change in Control Company Notice of the occurrence of a Change in Control and of the purchase right arising as a result thereof, including the information required by Section 5.2 hereof, on or before the 20th Business Day after the occurrence of such Change in Control.

(c) For a Security to be so purchased at the option of the Holder following a Change in Control, the Paying Agent must receive a duly completed written notice of purchase (a " Change in Control Purchase Notice "), in substantially the form attached hereto as Exhibit C, on or before 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Change in Control Purchase Date. The Change in Control Purchase Notice shall include the information called for by such Change in Control Purchase Notice, including the following:

(i) if certificated, the certificate numbers of the Securities which the Holder shall deliver to be purchased, or, if not certificated, such information as may be required under the Applicable Procedures;

(ii) the portion of the principal amount of the Securities which the Holder shall deliver to be purchased, which portion must be $1,000 in principal amount or an integral multiple thereof;

(iii) that such Securities shall be purchased as of the Change in Control Purchase Date pursuant to the terms and conditions in this Indenture and the Securities; and

(iv) if the Company elects, pursuant to a Change in Control Company Notice, to pay the Change in Control Purchase Price, in whole or in part, in Common Stock but the Change in Control Purchase Price shall ultimately be payable to such Holder entirely in Cash because any of the conditions to the payment to such Holder of the Change in Control Purchase Price in Common Stock are not satisfied prior to the close of business on the Business Day immediately preceding the relevant Change in Control Purchase Date, whether such Holder elects (x) to withdraw such Change in Control Purchase Notice as to some or all of the Securities to which such Change in Control Purchase Notice relates (stating the principal amount and, if certificated, certificate numbers of the Securities as to which such withdrawal shall relate), or (y) to receive Cash in respect of the entire Change in Control Purchase Price for all Securities (or portions thereof) to which such Change in Control Purchase Notice relates; provided , that if a Holder, in such Holder's Change in Control Purchase Notice, fails to indicate such Holder's choice with respect to the foregoing election, such Holder shall be deemed to have elected to receive Cash in respect of the entire Change in Control Purchase Price for all Securities subject to such Change in Control Purchase Notice in the circumstances described in the preceding sentence.

In addition, it shall be a condition to the right of any Holder to receive the Change in Control Purchase Price that such Holder shall have made delivery or book-entry transfer of the Securities

covered by its Change in Control Purchase Notice to the Paying Agent prior to, on or after the Change in Control Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or transfer being a condition to receipt by the Holder of the Change in Control Purchase Price therefor; provided, however, that such Change in Control Purchase Price shall be so paid pursuant to this Section 5.1 only if the Securities so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Change of Control Purchase Notice.

(d) The Company shall purchase from a Holder, pursuant to this Section 5.1, Securities if the principal amount of such Securities is $1,000 or a multiple of $1,000 if so requested by such Holder, provided that such Holder shall have complied with the applicable procedures set forth in this Indenture and such Securities shall have been delivered to the Paying Agent as aforesaid and not withdrawn.

(e) Any purchase by the Company contemplated pursuant to the provisions of this Article V shall be consummated by the delivery of the Change in Control Purchase Price to be received by the Holder promptly following the later of the Change in Control Purchase Date and the time of book-entry transfer or delivery of the Securities.

(f) Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Change in Control Purchase Notice contemplated by this Section 5.1 shall have the right at any time prior to 5:00 p.m. (New York City time) on the fifth Business Day prior to the applicable Change in Control Purchase Date to withdraw such Change in Control Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 5.3.

(g) The Paying Agent shall promptly notify the Company of the receipt by it of any Change in Control Purchase Notice or written notice of withdrawal thereof.

(h) At or before 11:00 a.m. (New York City time) on the Change in Control Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or a Subsidiary or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) Cash or Common Stock sufficient to pay the aggregate Change in Control Purchase Price of the Securities to be purchased pursuant to this Section 5.1. Payment by the Paying Agent of the Change in Control Purchase Price for such Securities shall be made promptly following the later of the Change in Control Purchase Date and the time of book-entry transfer or delivery of such Securities. If the Company is delivering Common Stock, the Company shall deliver to each Holder (or other person) entitled to receive Common Stock, through the Paying Agent, a certificate (other than in the case of Securities in book-entry form with the Depositary, which shares of Common Stock will be delivered in accordance with the Applicable Procedures) for the number of full shares of Common Stock issuable in payment of such Change in Control Purchase Price and Cash in lieu of any fractional shares. The Person in whose name the certificate for Common Stock is registered shall be treated as a holder of record following the Change in Control Purchase Date. No payment or adjustment shall be made for dividends or distributions on the Common Stock the record date for which occurred on or prior to the Change in Control Purchase Date. If the Paying Agent holds, in accordance with the terms of this Indenture, Cash or Common Stock sufficient to pay the Change in Control Purchase Price of the Securities in respect of which a Change in Control Purchase Notice has been duly delivered and not withdrawn on the applicable Change in Control Purchase Date, then on and after such Change in Control Purchase Date (whether or not book-entry transfer of such Securities is made and whether or not such Securities are delivered to the Paying Agent) (i) such Securities shall cease to be outstanding and interest, Contingent Interest, if any, and Liquidated Damages, if any, will cease to accrue on such Securities, and (ii) all other rights of the Holders of such Securities will terminate, other than the right to receive the Change in Control Purchase Price upon delivery or transfer of such Securities as aforesaid. If a

Holder is paid in Common Stock, the Company shall pay any documentary, stamp or similar issue or transfer tax due on such issue of shares of Common Stock. However, the Holder shall pay any such tax which is due because the Holder requests the shares of Common Stock to be issued in a name other than the Holder's name. The Paying Agent may refuse to deliver the Common Stock being issued in a name other than the Holder's name until the Paying Agent receives a sum sufficient to pay any tax or other governmental charge which shall be due because the shares of Common Stock are to be issued in a name other than the Holder's name. Nothing herein shall preclude the Paying Agent from withholding any withholding tax required by law.

(i) Notwithstanding anything herein to the contrary, the portion of the Change in Control Purchase Price, if any, that constitutes accrued and unpaid interest, if any, Contingent Interest, if any, and Liquidated Damages, if any, on the Securities shall be paid in Cash.

(j) All questions as to the validity, eligibility (including time of receipt) and acceptance of any Securities for repurchase shall be determined by the Company, whose determination shall be final and binding.

Section 5.2. Additional Conditions and Procedures for Purchase at the Option of the Holder upon a Change in Control.

(a) The Company shall mail a written notice of the occurrence of a Change in Control (the " Change in Control Company Notice ") to the Holders at their addresses shown in the Security register maintained by the Registrar and to the Trustee and Paying Agent, on or before the 20th Business Day after the occurrence of the Change in Control (a " Change in Control Company Notice Date "). Each Change in Control Company Notice shall include a form of Change in Control Purchase Notice to be completed by a Holder and shall state:

(i) the applicable Change in Control Purchase Price and Conversion Price at the time of such notice;

(ii) the Change in Control Purchase Date, which in no event shall be fewer than 25 Business Days nor more than 35 Business Days after the date of such Change in Control Purchase Notice;

(iii) the name and address of the Paying Agent and the Conversion Agent;

(iv) that Securities must be surrendered to the Paying Agent to collect payment of the Change in Control Purchase Price;

(v) that Securities as to which a Change in Control Purchase Notice has been given may be converted only if the conditions to conversion set forth in this Indenture have been satisfied and only if the applicable Change in Control Purchase Notice has been withdrawn in accordance with the terms of this Indenture;

(vi) that the Change in Control Purchase Price for any Securities as to which a Change in Control Purchase Notice has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Change in Control Purchase Date and the time of book-entry transfer or delivery of such Securities;

(vii) whether the Company will pay the Change in Control Purchase Price in Cash, in Common Stock or in a combination thereof (specifying the percentages or amount, of each) and, if Common Stock is to be issued, the method for calculating the Market Price of the Common Stock;

(viii) the procedures the Holder must follow to exercise its rights under Section 5.1 and this Section 5.2;

(ix) briefly, the conversion rights, if any, of the Holders of the Securities;

(x) that, unless the Company defaults in making payment of such Change in Control Purchase Price on Securities covered by any Change in Control Purchase Notice and not withdrawn, interest, Contingent Interest, if any, and Liquidated Damages, if any, on the Securities as to which a Change in Control Purchase Notice has been given and not withdrawn will cease to accrue on and after the Change in Control Purchase Date;

(xi) the CUSIP number(s) of the Securities; and

(xii) the last date and time on which, after a Change in Control Purchase Notice has been delivered, the Holder may withdraw such Change in Control Purchase Notice, which date and time will be 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Change in Control Purchase Date specified in Change in Control Company Notice.

At the Company's request, made at least five Business Days (unless a shorter period is acceptable to the Paying Agent) prior to the date upon which such notice is to be mailed, and at the Company's expense, the Paying Agent shall give the Change in Control Company Notice in the Company's name;

provided, however , that, in all cases, the text of the Change in Control Company Notice shall be prepared by the Company.

Section 5.3. Effect of Change in Control Purchase Notice; Effect of Event of Default.

(a) Upon receipt by the Company of the Change in Control Purchase Notice specified in Section 5.1, the Holder of the Securities in respect of which such Change in Control Purchase Notice was given shall (unless such Change in Control Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Change in Control Purchase Price with respect to such Securities. Such Change in Control Purchase Price shall be paid by the Paying Agent to such Holder promptly following the later of (x) the Change in Control Purchase Date with respect to such Securities (provided the conditions in Section 5.1 have been satisfied) and (y) the time of delivery or book-entry transfer of such Securities to the Paying Agent by the Holder thereof in the manner required by Section 5.1. Securities in respect of which a Change in Control Purchase Notice has been given by the Holder thereof may not be converted into shares of Common Stock on or after the date of the delivery of such Change in Control Purchase Notice, unless such Change in Control Purchase Notice has first been validly withdrawn as specified in the following two paragraphs.

A Change in Control Purchase Notice may be withdrawn, in whole or in part, by means of a written notice of withdrawal delivered to the office of the Paying Agent at any time prior to 5:00 p.m. New York City time on the fifth Business Day immediately preceding the Change in Control Purchase Date to which it relates specifying:

(ii) the principal amount of the Securities with respect to which such notice of withdrawal is being submitted; and

(iii) the principal amount, if any, of such Securities which remains subject to the original Change in Control Purchase Notice and which has been or shall be delivered for purchase by the Company.

If a Change in Control Purchase Notice is duly withdrawn with respect to any Securities, then the Company will not be obligated to purchase such Securities pursuant to this Article V.

(b) There shall be no purchase of any Securities pursuant to this Article V if an Event of Default has occurred and is continuing (other than a default that is cured by the payment of the Change in Control Purchase Price). The Paying Agent shall promptly return to the respective Holders thereof any Securities (x) with respect to which a Change in Control Purchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default that is cured by the payment of the Change in Control Purchase Price) in which case, upon such return, the Change in Control Purchase Notice with respect thereto shall be deemed to have been withdrawn.

Section 5.4. Securities Purchased in Part. Any Securities that are to be purchased only in part shall be surrendered at the office of the Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Securities, without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder in aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Securities so surrendered which is not purchased.

Section 5.5. Covenant to Comply with Securities Laws Upon Purchase of Securities. In connection with any offer to purchase Securities under this Article V, the Company shall, to the extent that such offer or purchase constitutes an "issuer tender offer" for purposes of Rule 13e-4 (or any successor provision thereto) under the Exchange Act, (a) comply with Rules 13e-4 and 14e-1 (and any successor provision thereto) under the Exchange Act, if applicable; (b) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act, if applicable; and (c) otherwise comply with all applicable federal and state securities laws so as to permit the rights and obligations under Section 5.1 to be exercised in the time and in the manner specified in Section 5.1. The Company shall determine whether such offer or purchase constitutes an "issuer tender offer" and whether any of the foregoing shall be applicable in its sole and absolute discretion.

Section 5.6. Repayment to the Company. The Trustee and the Paying Agent shall return to the Company upon written request any Cash or property that remains unclaimed as provided in paragraph 12 of the Securities, together with interest that the Trustee or Paying Agent, as the case may be, has agreed to pay, if any, held by them for the payment of a Change in Control Purchase Price; provided, however , that to the extent that the aggregate amount of Cash or property deposited by the Company pursuant to Section 5.1(h) exceeds the aggregate Change in Control Purchase Price of the Securities or portions thereof which the Company is obligated to purchase as of the Change in Control Purchase Date, then, promptly on and after the Business Day following the Change in Control Purchase Date, the Trustee and the Paying Agent shall return any such excess to the Company together with interest that the Trustee or Paying Agent, as the case may be, has agreed in writing to pay, if any.

Section 5.7. Company's Right to Elect Manner of Payment of Purchase Price. Subject to Section 5.10, the Company may elect with respect to any Change in Control Purchase Date, to pay the Change in Control Purchase Price in respect of the Securities to be purchased pursuant to this Indenture as of such Change in Control Purchase Date in (a) Cash or (b) Common Stock, or (c) any combination of Cash and Common Stock, subject to the conditions set forth herein. The number of full shares of Common Stock that shall be issued to any Holder entitled to receive the Change in Control Purchase Price in whole or in part in shares of Common Stock shall be calculated by dividing (x) an amount equal to (i) the aggregate principal amount of Securities which such Holder has duly surrendered for purchase in accordance with this Indenture and not withdrawn minus (ii) if the Company has elected to pay a portion of the Change in Control Purchase Price in Cash, the aggregate amount of Cash (excluding Cash payable in respect of accrued interest, Contingent Interest, if any, or Liquidated Damages, if any) that the Company has elected to pay such Holder as part of the Change in Control Purchase Price of such Securities by (y) the Market Price of a share of Common Stock as determined with respect to such Change in Control Purchase Date. The Company shall pay Cash for fractional shares of Common Stock as provided in Section 5.9 below. For purposes of making the foregoing calculation and for determining the existence of potential fractional shares, all Securities subject to purchase by the Company held by a Holder shall be aggregated (no matter how many separate certificates are to be presented); provided that, anything in this Indenture or the Securities to the contrary notwithstanding, in the case of the purchase of interests in Global Securities, the Company may, in its sole and absolute discretion, instead make the foregoing calculation and determine the existence of potential fractional shares using such other method of aggregating Securities as may at the time be required under the Applicable Procedures or as the Company may, in its sole and absolute discretion, determine is customary or appropriate in the case of Global Securities (and which may include, without limitation, making such calculation and determining the existence of potential fractional shares on the basis of the aggregate principal amount of Securities subject to purchase that are beneficially owned by each participant in the Depositary from whom Securities are being purchased). Each Holder whose Securities are purchased pursuant to this Article V shall receive the same percentage of Cash and/or Common Stock in payment of the Change in Control Purchase Price for such Securities (subject to rounding and subject to differences resulting from fractional shares), except (a) as provided herein with regard to the payment of Cash in lieu of fractional shares of

Common Stock, (b) in the event that the Company is unable to purchase the Securities of a Holder or Holders for Common Stock because any necessary qualifications or registrations of the Common Stock under applicable federal or state securities laws cannot be obtained, the Company may purchase the Securities of such Holder or Holders for Cash, or (c) to the extent that certain Holders may be entitled to Liquidated Damages, if any, while other Holders may not be entitled to Liquidated Damages, if any. All calculations made pursuant to this Section 5.7 for purposes of determining the number of shares of Common Stock issuable upon a purchase of Securities shall be made to the nearest one-hundredth of a share, with 0.005 of a share being rounded upward.

Section 5.8. Officers' Certificate. At least five Business Days (unless a shorter period is acceptable to the Trustee) before the Change in Control Company Notice Date, the Company shall deliver an Officers' Certificate to the Trustee (provided, that at the Company's option, the matters to be addressed in such Officers' Certificate may be divided among two or more such certificates) specifying:

(a) the manner of payment selected by the Company;

(b) if the Company elects to pay the Change in Control Purchase Price or a specified percentage or amount thereof in Common Stock pursuant to Section 5.7, that the Company will notify the Trustee if the conditions to such payment in Common Stock set forth in Section 5.10 have not been satisfied with respect to any Holder prior to the close of business on the Business Day immediately preceding the applicable Change in Control Purchase Date (and the Trustee shall be entitled to rely upon such notice for purposes of determining the consideration payable to such Holder on such Change in Control Purchase Date); and

Section 5.9. Fractional Shares. The Company shall not issue a fractional share of Common Stock in payment of the Change in Control Purchase Price. Instead the Company shall pay Cash for the fractional share and the amount of such Cash shall be determined by multiplying the Market Price determined with respect to the applicable Change in Control Purchase Date by such fraction and rounding the product to the nearest whole cent, with one-half cent being rounded upward. The existence of fractional shares shall be determined as provided in Section 5.7.

Section 5.10. Conditions to Exercise of Right to Issue Common Stock. The Company's right to exercise its election to purchase the Securities, in whole or in part, pursuant to this Article V through the issuance of shares of Common Stock shall be conditioned upon:

(a) the Company having given timely written notice in accordance with Section 5.1 herein of its election to purchase all or a specified percentage or amount of the Securities with Common Stock as provided herein;

(b) the Common Stock being listed on a national or regional securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System at such time;

(c) information necessary to calculate the Market Price of the Common Stock being published in a daily newspaper of national circulation or being otherwise readily publicly available;

(d) the registration of the shares of Common Stock to be issued in respect of the payment of the specified percentage or amount of the Change in Control Purchase Price under the Securities Act or the Exchange Act, in each case if required;

(e) the Company having obtained any necessary qualification or registration under applicable state securities laws or the availability of an exemption from such qualification and registration; and

(f) the receipt by the Trustee of an Officers' Certificate (provided, that at the Company's option, the matters to be addressed in such Officers' Certificate may be divided among two or more such certificates) stating that the shares of Common Stock to be issued by the Company in payment of the specified percentage or amount of the Change in Control Purchase Price in respect of Securities have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the specified percentage or amount of the Change in Control Purchase Price in respect of Securities against surrender and delivery of those Securities, shall be validly issued, fully paid and non-assessable, and, to the best of their knowledge, free from preemptive rights and stating that conditions (a), (b), (c), (d) and (e) above have been satisfied and an Opinion of Counsel to the effect that condition (d) above has been satisfied.

Such Officers' Certificate shall also set forth the Market Price to be used for determining the number of shares of Common Stock to be issued to pay the Change in Control Purchase Price of any Securities and the Last Reported Sale Price of a share of Common Stock on each Trading Day during the period during which the Market Price is calculated with respect to the Change in Control Purchase Date. If any of the conditions set forth in this Section 5.10 are not satisfied with respect to a Holder or Holders prior to the close of business on the Business Day immediately preceding the applicable Change in Control Purchase Date, and the Company has elected to pay all or a portion of the Change in Control Purchase Price for the Securities to be purchased as of such Change in Control Purchase Date pursuant to this Article V through the issuance of shares of Common Stock, the Company shall pay the entire Change in Control Purchase Price in respect of such Securities of such Holder or Holders in Cash (other than Securities which, pursuant to the applicable Change in Control Purchase Notice, are deemed to have been withdrawn under such circumstances). The Company shall not change the form or components or percentages or amounts of components of consideration to be paid for the Securities once it has given the Change in Control Company Notice, except as described in the previous sentence.

In the event that any Common Stock shall be issuable to pay all or a portion of the Change in Control Purchase Price, the Trustee shall have no responsibility for determining the Market Price of such Common Stock or as to whether the shares of such Common Stock are duly authorized, validly issued, fully paid and non-assessable.

Section 5.11. Extension of Change in Control Purchase Date. Anything in this Indenture or the Securities to the contrary notwithstanding, if the Company is required by applicable law or regulation (including, without limitation, the Securities Act or the Exchange Act or the respective rules and regulations thereunder) or by comment or request of the staff of the Commission, to extend a Change in Control Purchase Date to a date that is later than the date specified in the applicable Change in Control Company Notice, then all references to that Change in Control Purchase Date shall be deemed to mean such extended date, mutatis mutandis, and the Company's obligation to purchase Securities that have been duly surrendered for purchase in compliance with this Article V shall likewise be extended.

ARTICLE VI

COVENANTS

Section 6.1. Payment of Securities.

The Company shall make all payments in respect of the Securities on the dates and in the manner provided in the Securities or pursuant to this Indenture. Principal, Redemption Price, Purchase Price and Change in Control Purchase Price and accrued and unpaid interest, Contingent Interest, if any, and Liquidated Damages, if any, shall be considered paid on the applicable date due if by 11:00 a.m. (New York City time) on such date the Paying Agent holds, in accordance with this Indenture, Cash or securities, if permitted hereunder, sufficient to pay all such amounts then due.

If, pursuant to the terms of the Registration Rights Agreement, the Company is required to pay Liquidated Damages with respect to any or all of the Securities, not later than the close of business on the Business Day immediately preceding the date on which such accrued and unpaid Liquidated Damages are due and payable, the Company shall notify the Trustee of the amount of Liquidated Damages per $1,000 principal amount of Debentures to be paid on such date and, to the extent relevant, the names of the Holders or beneficial owners of interests in a Global Security, as applicable, entitled to receive such Liquidated Damages on such date.

Payment of the principal of and accrued and unpaid interest and Contingent Interest, if any, on the Securities shall be in Cash and/or in Common Stock, as the case may be.

Except as otherwise provided pursuant to Article XII, on each Interest Payment Date, the Company shall pay accrued and unpaid interest, if any, Contingent Interest, if any, and Liquidated Damages, if any, on the Securities to the Person in whose name the Securities are registered at the close of business on the Regular Record Date next preceding such Interest Payment Date, provided, however , that if a Security is redeemed pursuant to Article III hereof or the Holder elects to require the Company to repurchase a Security pursuant to either Article IV or Article V hereof on a Purchase Date or Change in Control Purchase Date that is after the Regular Record Date and prior to the corresponding Interest Payment Date, accrued and unpaid interest, Contingent Interest, if any, and Liquidated Damages, if any, on such Security to, but excluding, the applicable Redemption Date, Purchase Date or Change in Control Purchase Date will be paid to the Holder of such Security as part of the Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, of such Security. For the avoidance of doubt, if a Security is redeemed pursuant to Article III or repurchased pursuant to either Article IV or Article V on a day that is an Interest Payment Date, then accrued and unpaid interest, Contingent Interest, if any, and Liquidated Damages, if any, payable on such Interest Payment Date will be paid on such Interest Payment Date to the Holder of such Security at the close of business on the Regular Record Date next preceding such Interest Payment Date.

Holders must surrender the Securities to the Paying Agent to collect payment of principal. Payment of interest, Contingent Interest, if any, and Liquidated Damages, if any, on Securities will be made by check mailed to the address of the Person entitled thereto as such address appears in the Security register or, at the option of the Company, by wire transfer of immediately available funds.

Notwithstanding anything to the contrary contained in this Indenture other than the provisions of Section 8.10 (which Section 8.10 shall be applicable instead of this paragraph in the event that the Trustee fixes a record date and payment date under the circumstances provided in such Section 8.10), any interest, Contingent Interest, if any, and Liquidated Damages, if any, with respect to any Security which shall be payable, but shall not be punctually paid or duly provided for, on any Interest Payment Date for such Security (herein called " Defaulted Interest ") shall forthwith cease to be payable to the Holder thereof on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (i) or (ii) below:

(i) The Company may elect to make payment of any Defaulted Interest to the Holder of such Security (or a predecessor Security thereof) at the close of business on a special record date (a " Special Record Date ") for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on such Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements reasonably satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when so deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this paragraph

provided. Thereupon, the Company shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and no less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall, in the name and at the expense of the Company, promptly cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed to the Holders of such Securities at their respective addresses in the register of Securities maintained by the Registrar not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefore having been mailed as aforesaid, such Defaulted Interest shall be paid on such payment date to the Holder of such Security (or a predecessor Security thereof) at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (ii).

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

Section 6.2. SEC and Other Reports to the Trustee.

In accordance with TIA Section 314(a)(1), the Company shall deliver to the Trustee in any manner provided by Section 13.2 hereof, within 15 calendar days after it files such annual and quarterly reports, information, documents and other reports with the SEC, copies of its annual report and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act; or, in the event the Company is at any time not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, it shall comply with TIA Section 314(a)(1).

Section 6.3. Compliance Certificate.

In accordance with TIA Section 314(a)(4), the Company shall deliver to the Trustee within 120 calendar days after the end of each fiscal year of the Company (beginning with the fiscal year ending December 31, 2003) an Officers' Certificate stating whether or not to the knowledge of the signers thereof, the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

Section 6.4. Maintenance of Office or Agency of the Registrar, Paying Agent and Conversion Agent.

The Company will maintain in the Borough of Manhattan, The City of New York, an office or agency of the Registrar, Paying Agent and Conversion Agent where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer, exchange, redemption, repurchase or conversion and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The office of JPMorgan Chase Bank, 4 New York Plaza, 15 ^th Floor, New York, New York 10004, Attention: Institutional Trust Services, shall initially be such office or agency for all of the aforesaid purposes. The Company shall give prompt written notice to the Trustee of the location, and of any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 13.2.

The Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time

rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, for such purposes.

Section 6.5. Delivery of Information Required Under Rule 144A.

At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act, upon the written request of a Holder or any beneficial owner of Securities, the Company will make available the information required pursuant to Rule 144A(d)(4) under the Securities Act to such Holder or beneficial owner of Securities, or to a prospective purchaser of any such Security designated by any such Holder or beneficial owner, as the case may be, to the extent required to permit compliance by such Holder or beneficial owner with Rule 144A under the Securities Act. In the case of a request from any person claiming to be such a beneficial owner, the Company may require the delivery by such person of such information and documents as the Company may reasonably request to establish that such person is in fact a beneficial owner of Securities.

ARTICLE VII

SUCCESSOR CORPORATION

Section 7.1. When Company May Merge or Transfer Assets.

The Company shall not consolidate with or merge into any other person or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless:

(a) either (i) the Company shall be the surviving Person or (ii) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person to which the properties and assets of the Company are conveyed, transferred or leased substantially as an entirety (1) shall be a corporation, limited liability company, partnership, trust or other entity organized and existing under the laws of the United States or any State thereof or the District of Columbia and (2) shall expressly assume all of the obligations of the Company under the Securities and this Indenture by an indenture supplement hereto executed as delivered by the Company or the Trustee;

(b) immediately after giving effect to such transaction, there is no Event of Default or event that, with notice or lapse of time or both, would be an Event of Default; and

(c) the Company shall have delivered to the Trustee an Officers' Certificate stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article VII and that all conditions precedent set forth in this Article VII relating to such transaction have been satisfied and, if requested by the Trustee, an Opinion of Counsel stating that the conditions precedent set forth in clauses (a) and (c) of this Section 7.1 relating to such transaction have been satisfied and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with this Section 7.1.

The successor Person formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Securities with the same effect as if such successor had been named as the Company herein; and thereafter, the Company shall be discharged from all obligations and covenants under this Indenture and the Securities.

ARTICLE VIII

DEFAULTS AND REMEDIES

Section 8.1. Events of Default.

So long as any Securities are outstanding, each of the following shall be an " Event of Default":

(a) default by the Company in the payment of the principal amount with respect to any Security, when that payment becomes due and payable;

(b) default by the Company in the payment when due of any accrued and unpaid interest or any accrued and unpaid Contingent Interest, if any, on the Securities or any accrued and unpaid Liquidated Damages, if any, with respect to the Securities due to a breach of the Registration Rights Agreement, and continuance of such default for a period of 30 days;

(c) failure by the Company to comply in any material respect with any of its agreements in the Securities or this Indenture (other than those referred to in clauses (a) and (b) above) and such failure continues for 60 days after receipt by the Company of a Notice of Default;

(d) the occurrence of an event of default as defined in another mortgage, indenture or debt instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness of the Company for borrowed money, other than the Securities, in an amount in excess of $20,000,000 and which results in such indebtedness in an amount in excess of $20,000,000 becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, and the Company has not remedied or cured the default or the default has not been waived by the holders of the indebtedness or the acceleration is not rescinded or annulled or the indebtedness has not been repaid, in each case within 60 days after receipt by the Company of a Notice of Default; provided, however , that if, prior to a declaration of acceleration of the maturity of the Securities pursuant to Section 8.2 or the entry of a judgment in favor of the Trustee in a suit pursuant to Section 8.8, such default shall have been remedied or cured or shall have been waived by the holders of such indebtedness or such acceleration has been rescinded or annulled or such indebtedness has been repaid, then the Event of Default hereunder by reason thereof shall be deemed to have been thereupon remedied, cured and waived without further action on the part of either the Trustee or any of the Holders of the Securities;

(e) the Company or any Significant Subsidiary, pursuant to or under or within the meaning of any Bankruptcy Law:

(i) commences a voluntary case or proceeding;

(ii) consents to the entry of any order for relief against it in an involuntary case or proceeding or to the commencement of any case against it;

(iii) consents to the appointment of a Custodian of it or for any substantial part of its property;

(iv) makes a general assignment for the benefit of its creditors;

(v) files a petition in bankruptcy or answer or consent seeking reorganization or relief; or

(vi) consents to the filing of such petition or the appointment of or taking possession by a Custodian; or

(f) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against the Company or any Significant Subsidiary, in an involuntary case or proceeding, or adjudicates the Company or any Significant Subsidiary insolvent or bankrupt;

(ii) appoints a Custodian of the Company or any Significant Subsidiary, or for any substantial part of its property; or

(iii) orders the winding up or liquidation of the Company or any Significant Subsidiary,

and the order or decree remains unstayed and in effect for 60 days.

A Default under clause (c) or (d) above is not an Event of Default unless and until (i) the Company shall have actually received a Notice of Default and (ii) the Company does not cure such Default (or such Default is not waived or does not cease to exist) within the time specified in clause (c) or (d) above, as the case may be, after the Company's actual receipt of such Notice of Default. The term " Notice of Default " means written notice to the Company from the Trustee, or to the Company and the Trustee from the Holders of at least 25% in aggregate principal amount of the Securities at the time outstanding, in each case specifying the Default, demanding that it be remedied and stating that such notice is a Notice of Default.

The Company shall deliver to the Trustee, within five Business Days after an Officer of the Company shall have obtained actual knowledge of the occurrence of any Event of Default, a notice setting forth the nature of such Event of Default and the action which the Company is taking or proposes to take with respect thereto.

Section 8.2. Acceleration.

If an Event of Default (other than an Event of Default specified in Section 8.1(e) or (f)) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities at the time outstanding by notice to the Company and the Trustee, may declare the principal amount plus accrued and unpaid interest, if any, and accrued and unpaid Contingent Interest, if any, through the date of acceleration on all the Securities to be immediately due and payable. Upon such a declaration, such accelerated amount shall be due and payable immediately.

If an Event of Default specified in Section 8.1(e) or (f) occurs and is continuing, the principal amount plus accrued and unpaid interest, if any, and accrued and unpaid Contingent Interest, if any, through the date of acceleration on all the Securities shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Securityholders.

The Holders of not less than a majority in aggregate principal amount of the Securities at the time outstanding, by notice to the Trustee and the Company (and without notice to any other Securityholder), may rescind and annul an acceleration and its consequences if (i) if all existing Events of Default have been cured or waived or ceased to exist, except non-payment of the principal amount plus accrued and unpaid interest, if any, and Contingent Interest, if any, that have become due solely as a result of acceleration; (ii) the rescission would not conflict with any final and unappealable judgment or order of a court of competent jurisdiction; and (iii) if all amounts due to the Trustee under Section 9.7 have been paid. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Section 8.3. Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may, but shall not be obligated to, pursue any available remedy to collect the payment of the principal amount plus accrued and unpaid

interest, if any, and accrued and unpaid Contingent Interest, if any, on the Securities or to enforce the performance of any provision of the Securities or this Indenture.

The Trustee may maintain a proceeding even if the Trustee does not possess any of the Securities or does not produce any of the Securities in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of, or acquiescence in, the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.

Section 8.4. Waiver of Past Defaults.

The Holders of a majority in aggregate principal amount of the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder), may waive on behalf of the Holders of all Securities any Default or other default hereunder and its consequences except:

(a) a default in the payment, when that payment becomes due and payable, of the principal amount with respect to any Security; or

(b) a default in the payment when due of any accrued and unpaid interest or accrued and unpaid Contingent Interest, if any, on or any accrued and unpaid Liquidated Damages with respect to the Securities, which default continues for 30 days;

(c) a default with respect to any provision of this Indenture which cannot be amended without the consent of each Holder affected by the amendment; or

(d) a default which constitutes a failure to convert any Security in accordance with their terms and the terms of this Indenture.

When a Default or other default hereunder is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or other default hereunder or impair any consequent right. This Section 8.4 shall be in lieu of Section 316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) is hereby expressly excluded from this Indenture, as permitted by the TIA.

Section 8.5. Control by Majority.

The Holders of a majority in aggregate principal amount of the Securities at the time outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines in good faith is prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability unless the Trustee is offered security or indemnity satisfactory to it. This Section 8.5 shall be in lieu of Section 316(a)(1)(A) of the TIA and such Section 316(a)(1)(A) is hereby expressly excluded from this Indenture, as permitted by the TIA.

Section 8.6. Limitation on Suits.

A Securityholder may not institute any proceeding, judicial or otherwise, with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy under this Indenture, unless:

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

(b) the Holders of at least 25% in aggregate principal amount of the Securities at the time outstanding have made a written request to the Trustee to institute such proceeding as trustee and have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;

(c) the Trustee has not received from the Holders of a majority in aggregate principal amount of the Securities at the time outstanding a direction inconsistent with the request during the 60-day period referred to in clause (d) below; and

(d) the Trustee has failed to institute such proceeding within 60 days after receipt of such notice, request and offer of indemnity.

A Securityholder may not use this Indenture to prejudice the rights of any other Securityholder or to obtain a preference or priority over any other Securityholder.

Section 8.7. Rights of Holders to Receive Payment or to Convert.

Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of the principal of, interest, Contingent Interest, if any, and Liquidated Damages, if any, on the Securities held by such Holder, on or after the respective due dates expressed in the Securities and in this Indenture, and to convert such Securities in accordance with Article XII, or to bring suit for the enforcement of any such payment on or after such respective dates or the right to convert, shall not be impaired without the consent of such Holder.

Section 8.8. Collection Suit by Trustee.

If an Event of Default described in Section 8.1(a) or (b) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company or another obligor on the Securities for the whole amount owing with respect to the Securities and the amounts provided for in Section 9.7.

Section 8.9. Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal, interest or Contingent Interest, if any, on the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of any such amount) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal, interest or Contingent Interest, if any, owing and unpaid with respect to the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel or any other amounts due the Trustee under Section 9.7) and of the Holders allowed in such judicial proceeding, and

(b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 9.7.

Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 8.10. Priorities.

(a) If the Trustee collects any money pursuant to this Article VIII, it shall pay out the money in the following order:

		FIRST:	to the Trustee for amounts due under Section 9.7;
		SECOND:	to Securityholders for amounts due and unpaid on the Securities for the principal, interest, Contingent Interest, if any, and Liquidated Damages, if any, as the case may be, ratably, without preference or priority of any kind, according to such amounts due and payable on the Securities; and
		THIRD:	the balance, if any, to the Company.

The Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section 8.10. At least 15 days before such record date, the Trustee shall mail to each Securityholder and the Company a notice that states the record date, the payment date and the amount to be paid.

Section 8.11. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 8.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 8.7 or a suit by Holders of more than 10% in aggregate principal amount of the Securities at the time outstanding. This Section 8.11 shall be in lieu of Section 315(e) of the TIA and such Section 315(e) of the TIA is hereby expressly excluded from this Indenture, as permitted by the TIA.

Section 8.12. Restoration of Rights and Remedies.

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

Section 8.13. Waiver of Stay, Extension or Usury Laws.

The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury or other law wherever enacted, now or at any time hereafter in force, which would prohibit or forgive the Company from paying all or any portion of the principal amount in respect of Securities, or any interest, Contingent Interest, if any, or Liquidated Damages, if any, on the Securities, as contemplated herein, or which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE IX

TRUSTEE

Section 9.1. Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise of those rights and powers as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs.

(b) Except during the continuance of an Event of Default:

(i) the Trustee need perform only those duties that are specifically set forth in this Indenture and no others; and

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon Officers' Certificates, Opinions of Counsel, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture, but in the case of any such Officers' Certificates, Opinions of Counsel, certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture, but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein.

This Section 9.1(b) shall be in lieu of Section 315(a) of the TIA and such Section 315(a) is hereby expressly excluded from this Indenture, as permitted by the TIA.

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i) this Section (c) does not limit the effect of Section (b) of this Section 9.1;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 8.5.

Subparagraphs (c)(ii) and (iii) above shall be in lieu of Sections 315(d)(2) and 315(d)(3) of the TIA, respectively, and such Sections 315(d)(2) and 315(d)(3) are hereby expressly excluded from this Indenture, as permitted by the TIA.

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 9.1.

(e) The Trustee may refuse to perform any duty or exercise any right or power or expend or risk its own funds or otherwise incur any financial liability unless it receives security or indemnity reasonably satisfactory to it against any loss, liability or expense.

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

Section 9.2. Rights of Trustee.

Subject to its duties and responsibilities under Section 9.1 and under the TIA,

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

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

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

(d) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith which it believes to be authorized or within its rights or powers conferred under this Indenture;

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

(f) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby;

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

(h) the Trustee shall not be bound to make any investigation into the facts or matters stated in any Officers' Certificate, Opinion of Counsel, Company Request or Company Order, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;

(i) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such Default or Event of Default is received by a Responsible Officer of the Trustee at its Corporate Trust Office and such notice references the Securities and this Indenture;

(j) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent employed to act hereunder; and

(k) the Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers' Certificate may be signed by any person authorized to sign an Officers' Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

Section 9.3. Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, Conversion Agent, Bid Solicitation Agent or co-registrar may do the same with like rights. However, the Trustee must comply with Sections 9.10 and 9.11.

Section 9.4. Trustee's Disclaimer.

The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company's use or application of the proceeds from the Securities, it shall not be responsible for any statement in any registration statement for the Securities under the Securities Act or in any offering document for the Securities, this Indenture or the Securities (other than its certificate of authentication), or the determination as to which beneficial owners are entitled to receive any notices hereunder.

Section 9.5. Notice of Defaults.

If a Default occurs and if it is known to the Trustee, the Trustee shall give to each Securityholder notice of the Default within 90 days after it occurs, unless such Default shall have been cured or waived or ceases to exist before the giving of such notice. Notwithstanding the preceding sentence, except in the case of a Default described in Section 8.1(a) or (b), the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the best interest of the Securityholders and provided, further , that in the case of any Default described in Section 8.1(f), no such notice shall be given to Holders until at least 30 days after the occurrence thereof. The preceding sentence shall be in lieu of the proviso to Section 315(b) of the TIA and such proviso is hereby expressly excluded from this Indenture, as permitted by the TIA.

Section 9.6. Reports by Trustee to Holders.

Within 60 days after each May 15 beginning with May 15, 2004, the Trustee shall mail to each Securityholder a brief report dated as of such May 15 that complies with TIA Section 313(a), if required by such Section 313(a). The Trustee also shall comply with TIA Section 313(b).

A copy of each report at the time of its mailing to Securityholders shall be filed with the SEC (if required by the TIA) and each securities exchange, if any, on which the Securities are listed. The Company agrees to notify the Trustee promptly whenever the Securities become listed on any securities exchange and of any delisting thereof.

Section 9.7. Compensation and Indemnity.

The Company agrees to:

(a) pay to the Trustee from time to time such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited (to the extent permitted by law) by any provision of law in regard to the compensation of a trustee of an express trust);

(b) reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the compensation agreed to pursuant to clause (a) above and the reasonable expenses, advances and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its own negligence, bad faith or willful misconduct; and

(c) indemnify the Trustee or any predecessor Trustee and their agents for, and to hold them harmless against, any and all loss, damage, claim, liability, cost or expense (including reasonable fees and disbursements of legal counsel, and taxes (other than taxes based upon, measured by or

determined by the income of the Trustee or any predecessor Trustee or any of their respective agents or of any other person)) incurred without negligence, bad faith or willful misconduct on the part of any of them, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except for claims arising out of negligence, bad faith or willful misconduct on any of them.

The Company shall have the right to assume the defense of any such claim or liability for which indemnity has been or may be sought pursuant to the immediately preceding paragraph and may employ counsel reasonably acceptable to the Trustee. In the event that the Company assumes the defense of such matter, the Trustee shall have the right to employ separate counsel in any such action or proceeding and participate in the investigation and defense thereof, and the Company shall pay the reasonable fees and disbursements of such separate counsel; provided, however, that the Trustee may only employ separate counsel at the expense of the Company if in the reasonable judgment of the Trustee (i) a conflict of interest exists by reason of common representation (if the Company is a party to the applicable action or proceeding) or (ii) there are legal defenses available to the Trustee that are different from or are in addition to those available to the Company (if the Company is a party to the applicable action or proceeding) or if all parties commonly represented do not agree as to the action (or inaction) of counsel.

To secure the Company's payment obligations in this Section 9.7, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay the principal of or interest, Contingent Interest, if any, and Liquidated Damages, if any, as the case may be, on any Securities and except for shares of Common Stock or other property that are held for delivery upon conversion of Securities.

The Company's payment obligations pursuant to this Section 9.7 shall survive the discharge of this Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default specified in Section 8.1 (e) or (f), the expenses including the reasonable fees and disbursements of its legal counsel, are intended to constitute expenses of administration under any applicable Bankruptcy Law.

Section 9.8. Replacement of Trustee.

The Trustee may resign by so notifying the Company; provided, however, that no such resignation shall be effective until a successor Trustee has accepted its appointment pursuant to this Section 9.8. The Holders of a majority in aggregate principal amount of the Securities at the time outstanding may remove the Trustee by so notifying the Trustee and the Company; provided that no such removal shall be effective until a successor Trustee has accepted its appointment pursuant to this Section 9.8. The Company shall remove the Trustee if:

(a) the Trustee fails to comply with Section 9.10;

(b) the Trustee is adjudged bankrupt or insolvent;

(d) the Trustee otherwise becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint, by resolution of its Board of Directors, a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company satisfactory in form and substance to the retiring Trustee and the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor

Trustee shall mail a notice of its succession to Securityholders. The retiring Trustee shall promptly transfer all money, securities and other property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 9.7.

If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in aggregate principal amount of the Securities at the time outstanding may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 9.10, any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Section 9.9. Successor Trustee by Merger.

If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or other entity, the resulting, surviving or transferee corporation or other entity, without any further act, shall be the successor Trustee.

Section 9.10. Eligibility; Disqualification.

The Trustee shall at all times satisfy the requirements of TIA Sections 310(a)(1) and 310(b). The Trustee (or its parent holding company) shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. Nothing contained herein shall prevent the Trustee from filing with the Commission the application referred to in the penultimate paragraph of TIA Section 310(b).

Section 9.11. Preferential Collection of Claims Against Company.

The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.

ARTICLE X

DISCHARGE OF INDENTURE

Section 10.1. Discharge of Liability on Securities.

When (1) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled or delivered to the Registrar for cancellation, or (2) all the Securities theretofore authenticated and not theretofore canceled or delivered to the Registrar for cancellation (other than any Securities which have been destroyed, lost or stolen and in lieu or in substitution for which other Securities shall have been authenticated and delivered) shall have (a) been delivered for conversion and the Company shall have delivered to the Conversion Agent the shares of Common Stock (or other securities or property to be delivered upon such conversion in accordance with the terms of this Indenture) and Cash in lieu of fractional shares that the Company is required to deliver upon such conversion pursuant to Article XII of this Indenture and/or (b) become due and payable on a Purchase Date, Change in Control Purchase Date, Stated Maturity, Redemption Date or date of acceleration, as applicable, and the Company shall deposit with the Trustee or a Paying Agent Cash or shares of Common Stock or a combination thereof, as applicable (except for the payment of any amounts due and payable on all Securities at Stated Maturity, upon acceleration, on a Redemption Date or on the May 15, 2008 Purchase Date, which the Company shall be required to pay only in Cash), sufficient to pay all amounts owing in respect of such Securities, including the principal amount and accrued and unpaid interest, accrued and unpaid Contingent Interest, if any, and accrued and unpaid Liquidated Damages, if any, to such Stated Maturity, Purchase Date, Change in Control Purchase Date,

Redemption Date or date of acceleration, as the case may be, and if in either case (1) or (2) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) in the case of clause (2)(a) above, rights hereunder of Holders to receive Common Stock (or other securities or property, as the case may be) issuable upon conversion of Securities and Cash in lieu of fractional shares; (ii) in the case of clause (2)(b) above, rights hereunder of Holders to receive payments of the amounts due, including accrued and unpaid interest, Contingent Interest, if any, and Liquidated Damages, if any, with respect to the Securities on such Purchase Date, Change in Control Purchase Date, Stated Maturity, Redemption Date or date of acceleration, as the case may be; and (iii) the rights, obligations, immunities and indemnities of the Trustee, Paying Agent, Conversion Agent, Bid Solicitation Agent and Registrar under the Indenture with respect to the conversion and payment of such Securities) and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging the Indenture with respect to the Securities; the Company, however, hereby agrees to reimburse the Trustee, Paying Agent, Conversion Agent, Bid Solicitation Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Paying Agent, Conversion Agent, Bid Solicitation Agent and Registrar, respectively, and to compensate the Trustee, Paying Agent, Conversion Agent, Bid Solicitation Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Paying Agent, Conversion Agent, Bid Solicitation Agent and Registrar, as the case may be, in connection with the Indenture with respect to the Securities.

Section 10.2. Repayment to the Company.

The Trustee and the Paying Agent shall return to the Company upon written request any Cash or securities or other property held by them for the payment of any amount payable on or with respect to the Securities that remains unclaimed for two years after the date the applicable payment became due, subject to applicable unclaimed property law. After return to the Company, Holders entitled to the Cash or securities or other property must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person and the Trustee and the Paying Agent shall have no further liability to the Securityholders with respect to such Cash or securities or other property for that period commencing after the return thereof.

ARTICLE XI

AMENDMENTS

Section 11.1. Without Consent of Holders.

The Company and the Trustee may amend this Indenture or the Securities without the consent of any Securityholder to:

(a) evidence the succession of another Person to the Company and the assumption by any such successor of the obligations of the Company hereunder and under the Securities;

(b) add to the covenants of the Company for the benefit of the Holders of the Securities or to surrender any right or power herein conferred upon the Company;

(c) cure any ambiguity, omission, defect or inconsistency or to correct or supplement any provision herein or in the Securities that may be inconsistent with any other provision herein or therein;

(d) make any changes or modifications necessary in connection with the registration of the Securities under the Securities Act or the qualification of this Indenture under the TIA;

(e) secure the Securities;

(f) evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities or to facilitate the administration of the trust hereunder by the Trustee in accordance with the terms herein;

(g) add any additional Events of Default with respect to all or any of the Securities;

(h) modify any provision of this Indenture or the Securities in order to conform that provision to the description thereof set forth in an Offering Memorandum;

(i) modify the form of Transfer Certificate or Common Stock Transfer Certificate or any other provision of this Indenture or the Securities in order to ensure that transfers of Securities and shares of Common Stock issued upon conversion of Securities comply with the Securities Act and the rules and regulations thereunder;

(j) comply with Section 12.4; and

(k) make any other changes that would not adversely affect in any material respect the interest of the Holder of any outstanding Security.

Section 11.2. With Consent of Holders.

Except as provided below in this Section 11.2, this Indenture or the Securities may be amended, modified or supplemented, and compliance with or default under any provision of this Indenture or the Securities may be waived, and the Company may add any provisions to or change or eliminate any provisions of this Indenture or the Securities or modify the rights of Holders, in each case, with the written consent or affirmative vote of the Holders of not less than a majority of the aggregate principal amount of the Securities at the time outstanding. However, without the written consent or the affirmative vote of each Holder of Securities affected thereby, an amendment or waiver under this Section 11.2 may not:

(a) reduce the principal amount, or extend the Stated Maturity, of any Security;

(b) reduce the Redemption Price, Purchase Price or Change in Control Purchase Price of any Security;

(d) except as otherwise provided herein or in the Securities, alter the manner or rate of accrual of interest or Contingent Interest, if any, on any Security or extend the time for payment of interest or Contingent Interest, if any, on any Security;

(e) change the obligation of the Company to maintain a paying agency for the Securities in The City of New York or the currency in which the Securities are payable;

(f) reduce the percentage in principal amount of affected Securities the consent of whose Holders is required for amendment of this Indenture or for waiver of compliance with provisions hereunder or for waiver of certain defaults hereunder, except to increase the percentage required for consent or waiver or to provide that additional provisions hereunder may not be modified or waived without the consent of the Holder of each Security affected thereby; or

(g) impair a Holder's right to institute suit for the enforcement of any payment due on the Securities.

It shall not be necessary for the consent or vote of the Holders under this Section 11.2 to approve the particular form of any proposed amendment or supplement, but it shall be sufficient if such consent or vote approves the substance thereof.

Nothing contained in this Section 11.2 shall impair the ability of the Company and the Trustee to amend this Indenture or the Securities without the consent of any Securityholder to provide for the

assumption of the Company's obligations hereunder or under the Securities in the case of a merger, consolidation, conveyance, transfer or lease pursuant to Article VII.

Section 11.3. Compliance with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall comply with the TIA.

Section 11.4. Revocation and Effect of Consents, Waivers and Actions.

Until an amendment, waiver or other action by Holders becomes effective, a consent thereto by a Holder of a Security hereunder is a continuing consent by the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same obligation as the consenting Holder's Security, even if notation of the consent, waiver or action is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent, waiver or action as to such Holder's Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment, waiver or action becomes effective. After an amendment, waiver or action becomes effective, it shall bind every Securityholder.

Section 11.5. Notation on or Exchange of Securities.

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

Section 11.6. Trustee to Sign Supplemental Indentures.

The Trustee shall sign any supplemental indenture authorized pursuant to this Article XI if the amendment contained therein does not affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign such supplemental indenture. In signing such supplemental indenture the Trustee shall receive, and (subject to the provisions of Section 9.1) shall be fully protected in relying upon, an Officers' Certificate and an Opinion of Counsel to the effect that such amendment is authorized or permitted by this Indenture.

Section 11.7. Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

ARTICLE XII

CONVERSION

Section 12.1. Conversion Rights.

(a) Subject to and upon compliance with the provisions of this Article XII, a Holder of a Security shall have the right, at such Holder's option, to convert all or any portion (if the portion to be converted is $1,000 or an integral multiple of $1,000) of such Security into shares of Common Stock at the Conversion Price in effect on the date of conversion but only under the following circumstances and at the respective times and to the extent specified in this Section 12.1

(provided that any such conversion right shall expire at the close of business on the Stated Maturity):

(i) a Holder may convert Securities during any calendar quarter, and only during such calendar quarter (beginning with the calendar quarter ending September 30, 2003), if, as of the last day of the preceding calendar quarter, the Last Reported Sale Price of the Common Stock on at least 20 Trading Days (whether or not consecutive) in the period of 30 consecutive Trading Days ending on the last Trading Day of such immediately preceding calendar quarter exceeds 120% of the Conversion Price on the last Trading Day of such immediately preceding calendar quarter;

(ii) a Holder may convert Securities that have been called for redemption (and only those Securities that have been called for redemption) by the Company pursuant to a notice of redemption given as provided in Article III hereof at any time prior to the close of business on the Business Day immediately preceding the Redemption Date for such Securities (provided that, anything herein to the contrary notwithstanding, in the case of any Security that shall have been called for redemption in part, only the portion of such Security that shall have been called for redemption may be converted); or

(iii) as provided in Section (b) of this Section 12.1.

The Company shall determine after the end of each applicable calendar quarter whether the Securities shall be convertible as a result of the occurrence of an event specified in clause (i) above and, if the Securities shall be so convertible, the Company shall, not later than the third Business Day of the subsequent calendar quarter (beginning with the calendar quarter ending September 30, 2003) notify the Conversion Agent and the Trustee thereof as to whether or not the Securities shall be convertible. The Company shall have no responsibility to, and shall have no liability for any failure to notify, any Holder of the occurrence of any event that triggers the right of such Holder to convert any Securities. The Trustee shall advise Holders who so request whether or not the Securities are convertible as a result of the circumstances described in clause (i) above, so long as the Trustee has received such notice from the Company.

(b) In addition, in the event that:

(i) (A) the Company makes a distribution to all holders of its Common Stock of rights entitling them (for a period expiring within 60 days after the Record Date for such distribution) to subscribe for or purchase Common Stock at a price per share at less than the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of declaration of such distribution; or

(B) the Company makes a distribution to all holders of its Common Stock (excluding any distribution in connection with the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary) of the Company's assets, debt securities or rights to purchase its securities (other than rights referred to clause (A) above), if such distribution has a Fair Market Value exceeding 15% of the product of (i) the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of declaration of such distribution multiplied by (ii) the number of shares of Common Stock outstanding on such Trading Day;

then, in each case, the Company shall give notice to Holders at least ten Business Days prior to the Ex-Dividend Time for such distribution and, from and after the date of such notice, Holders may convert their Securities at any time until the close of business on the earlier of the Business Day immediately preceding the Ex-Dividend Time and the date on which the Company publicly announces that such distribution will not take place;

(ii) the Company consolidates with or merges into another Person, is a party to a binding share exchange or transfers all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, in each case pursuant to which shares of Common Stock would be converted into Cash, securities or other property, then the Holders may convert Securities at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction (as such anticipated date is set forth in a written notice from the Company mailed to Holders) until the close of business on the tenth Business Day after the actual effective date of such transaction (or, if earlier, the close of business on the Business Day immediately preceding the date on which the Company announces (which may be by press release or other public announcement) that the transaction will not take place), and, if the transaction occurs, then, from and after the effective time of the transaction, the right to convert Securities into shares of Common Stock will be changed into a right to convert Securities into the kind and amount of Cash, securities or other property which the Holder would have received if the Holder had converted its Securities immediately prior to the effective time of such transaction; provided, however, that, anything herein to the contrary notwithstanding, (A) if the Company engages in any transaction described in this clause (ii), the Conversion Price will not be adjusted, and (B) the Securities shall not be convertible and no transaction requiring an adjustment to the Conversion Price will be deemed to have occurred if the Company is a party to any transaction described in this clause (ii) effected with one of its Affiliates for purposes of changing the jurisdiction of its organization or effecting a corporate reorganization.

Section 12.2. Conversion Procedure; Conversion Price; Fractional Shares.

(a) Each Security shall be convertible at the office of the Conversion Agent into fully paid and non-assessable shares of Common Stock.

The Security will be converted into shares of Common Stock at the Conversion Price as in effect at the close of business on the date of conversion. The number of shares of Common Stock issuable upon conversion of a Security (or portion thereof) shall be equal to the number of shares obtained by dividing the principal amount of such Security (or portion thereof) being converted by the Conversion Price as in effect at the close of business on the date of conversion and rounding the quotient as provided in Section 12.3(j).

No payment or adjustment shall be made in respect of dividends on the Common Stock or accrued and unpaid interest, Contingent Interest, if any, or Liquidated Damages, if any, on a converted Security, except as described in Section 12.9 hereof. On conversion of a Security, that portion of accrued and unpaid interest and Contingent Interest, if any, on the converted Security attributable to the period from the most recent Interest Payment Date (or, if no Interest Payment Date has occurred, from the date of this Indenture) through the date of conversion, and Liquidated Damages, if any, and Tax Original Issue Discount accrued through the date of conversion with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the Cash payment, if any, in lieu of fractional shares), in exchange for the Security being converted pursuant to the provisions hereof, and the fair market value of such shares of Common Stock (together with any such Cash payment in lieu of fractional shares), shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid interest, Contingent Interest, if any, and Liquidated Damages, if any, and Tax Original Issue Discount accrued through the date of conversion and the balance, if any, of such fair market value of such Common Stock (and any such Cash payment) shall be treated as issued in exchange for the principal amount of the Security being converted pursuant to the provisions hereof.

The Company agrees, and each Holder and any beneficial owner of a Security by its purchase thereof shall be deemed to agree, to treat, for United States federal income tax purposes, the fair market value of the Common Stock received upon the conversion of a Security (together with any Cash payment in lieu of fractional shares) as a contingent payment on the Security for purposes of Treasury Regulation Section 1.1275-4(b).

The Company shall not issue any fraction of a share of Common Stock in connection with any conversion of Securities, but instead shall make a Cash payment equal to such fraction multiplied by the Last Reported Sale Price of the Common Stock on the last Trading Day immediately preceding the date of conversion.

Anything in this Indenture or the Securities to the contrary notwithstanding, (i) in the case of a Security called for redemption, the conversion right in respect of that Security will expire at the close of business on the Business Day immediately preceding the applicable Redemption Date and (ii) in the case of a Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising such Holder's option to require the Company to repurchase such Security, such Security may be converted (subject to satisfaction of the conditions specified in Section 12.1) only if such notice of exercise is duly withdrawn in accordance with Sections 4.3 or 5.3 hereof prior to the date and time specified in such Section.

(b) Before any Holder of Securities shall be entitled to convert the same into Common Stock, such Holder shall, in the case of Securities issued in global form, comply with the Applicable Procedures, and in the case of Certificated Securities, surrender such Securities, duly endorsed to the Company or in blank, at the office of the Conversion Agent, and shall deliver written notice to the Company at said office or place in the form of the Conversion Notice attached to the form of Security appearing as Exhibit A hereto (the " Conversion Notice "), which may be obtained from the Conversion Agent, that such Holder irrevocably elects to convert the same, which Conversion Notice must be duly executed by the Holder and provide the other information called for by the form of such Conversion Notice.

Before any such conversion, a Holder also shall pay in Cash all amounts, if any, required to be paid by such Holder pursuant to Section 12.8 or 12.9 hereof.

If more than one Security shall be surrendered for conversion at one time by the same Holder, the number of full shares of Common Stock that shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted thereby) so surrendered. Subject to the next succeeding sentence, the Company will, as soon as practicable after a Holder shall have delivered Securities for conversion (together with all other documents and any payments required by this Indenture) and complied with the applicable provisions of this Indenture relating thereto, issue and deliver at the office of the Conversion Agent to such Holder, or (subject to Section 12.10 hereof) to such other Person indicated in the Conversion Notice, certificates (other than in the case of Holders of Securities in book-entry form with the Depositary, which shares shall be delivered in accordance with the Applicable Procedures of the Depositary) for the number of full shares of Common Stock to which such Holder shall be entitled as aforesaid, together with Cash in lieu of any fraction of a share. The Company shall not be required to deliver shares of Common Stock while the stock transfer books or the security register for such stock are duly closed for any purpose, but shares of Common Stock shall be issued and delivered as soon as practicable after the opening of such books or security register.

If the Common Stock to be issued upon conversion of a Restricted Security is to be issued in the name of a Person other than the Holder of such Restricted Security, such Holder must deliver to the Conversion Agent a properly completed Common Stock Transfer Certificate, dated the date of surrender of such Restricted Security and signed by such Holder, as to compliance with the

restrictions on transfer applicable to such Restricted Security and, if such Common Stock is not being issued pursuant to the Shelf Registration Statement while such Shelf Registration Statement is effective, such other legal opinions, certificates and other information, in form and substance satisfactory to the Company and the Conversion Agent, as the Company or the Conversion Agent may reasonably require to confirm that such issuance is being made in a transaction exempt from registration under the Securities Act. The Company and the Conversion Agent shall not be required to issue Common Stock upon conversion of any such Restricted Security to a Person other than the Holder if such Restricted Security is not so accompanied by a properly completed Common Stock Transfer Certificate and such legal opinions, certificates and other information as the Company or the Conversion Agent may require as aforesaid.

(c) A Security shall be deemed to have been converted as of the close of business on the date of the surrender of such Security for conversion to the Conversion Agent as provided above, together with a completed and executed Conversion Notice and (if required) Transfer Certificate as provided above, together with any Cash payment and any other required documents required by this Indenture, and the person or persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the close of business on such date. Upon conversion, all obligations under the Securities so converted will be deemed satisfied and paid in full rather than cancelled, extinguished or forfeited, including with respect to any accrued and unpaid interest, accrued and unpaid Contingent Interest, if any, and accrued and unpaid Liquidated Damages, if any.

(d) In case any Certificated Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Security so surrendered, without charge to such Holder (subject to the provisions of Section 12.8 hereof), a new Security or Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Certificated Securities.

Section 12.3. Adjustment of Conversion Price for Common Stock.

The Conversion Price shall be adjusted from time to time as follows:

(a) In case the Company shall pay to all holders of its Common Stock a dividend or make other distribution on its Common Stock payable exclusively in shares of Common Stock, the Conversion Price in effect immediately prior to the effective date for the adjustment pursuant to this Section 12.3(a), as described below, shall be adjusted so that the Holder of any Securities thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock which such Holder would have owned or have been entitled to receive immediately after the happening of the applicable event described above had such Securities been converted immediately prior to such effective date. If any dividend or distribution of the type described in this clause above is not so paid or made, the Conversion Price shall again be adjusted to the Conversion Price that would then be in effect if such dividend or distribution had not been declared. An adjustment made pursuant to this Section 12.3(a) shall become effective immediately after the Record Date for the applicable dividend or distribution, as the case may be.

(b) In case the Company shall distribute to all holders of its Common Stock rights entitling them (for a period expiring within 60 days after the Record Date for such distribution) to subscribe for or purchase Common Stock at a price per share less than the Last Reported Sale Price on the Trading Day immediately preceding the date of declaration of such distribution, the Conversion Price shall be adjusted so that the same shall be equal to the price determined by multiplying the Conversion Price in effect immediately prior to such date of declaration by a fraction (i) the numerator of which shall be the number of shares of Common Stock outstanding as of the close of business on such date of declaration plus the number of shares of Common Stock that the aggregate offering price of the total number of shares so offered for subscription or

purchase would purchase at such Last Reported Sale Price, and (ii) the denominator of which shall be the number of shares of Common Stock outstanding as of the close of business on such date of declaration plus the number of shares of Common Stock so offered for subscription or purchase. Such adjustment shall become effective immediately after the opening of business on the day following the Record Date for such distribution. To the extent that shares of Common Stock are not delivered pursuant to such rights, then, upon expiration or termination of such rights, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect had the adjustment made upon the issuance of such rights been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights are not so issued, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if the Company had not declared such distribution of such rights and no such Record Date had been fixed. In determining whether any rights entitle the holders to subscribe for or purchase shares of Common Stock at less than such Last Reported Sale Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights and any amounts payable on exercise thereof, the Fair Market Value of such consideration, if other than Cash, to be determined by the Board of Directors.

(c) In case the Company shall (i) subdivide its outstanding Common Stock into a greater number of shares or (ii) combine its outstanding Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to the effective date for such subdivision or combination, as the case may be, shall be adjusted so that the Holder of any Securities thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock which such Holder would have owned or been entitled to receive immediately after the happening of the applicable event described above had such Securities been converted immediately prior to such effective date. An adjustment made pursuant to this subsection (c) shall become effective immediately after the effective date of such subdivision or combination.

(d) In case the Company shall, by dividend or otherwise, make a distribution to all holders of its Common Stock (excluding any distribution in connection with the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary) of the Company's assets, debt securities or rights (excluding those rights referred to in Section 12.3(b) hereof) to subscribe for or purchase any of the Company's securities (any of foregoing being hereafter called the " Distributed Assets or Securities "), and such distribution (the " Reference Distribution "), together with all other distributions, if any, of Distributed Assets or Securities made by the Company to all holders of Common Stock during the 12-month period ending on the date of the Reference Distribution and in respect of which no previous adjustment to the Conversion Price pursuant to this Section 12.3(d) has been made, have an aggregate Fair Market Value (the " Aggregate Value ") exceeding an amount (the " Base Amount ") equal to 10% of the product of (1) the Last Reported Sale Price of our Common Stock on the Trading Day (the " Determination Date ") immediately preceding the date of declaration of the Reference Distribution multiplied by (2) the number of shares of Common Stock outstanding on the Determination Date, then the Conversion Price shall be adjusted so that the same shall be equal to the price determined by multiplying the Conversion Price in effect immediately prior to such Determination Date by a fraction (i) of which the numerator shall be the Last Reported Sale Price per share of Common Stock on such Determination Date less an amount equal to the quotient of (x) the excess of such Aggregate Value over such Base Amount divided by (y) the number of shares of Common Stock outstanding on the Determination Date, and (ii) the denominator of which shall be the Last Reported Sale Price on such Determination Date. Such adjustment shall become effective immediately after the Record Date for the Reference Distribution. In the event that the Reference Distribution is not so paid or made, the Conversion Price shall again be adjusted to the Conversion Price which would then be in effect if such Reference Distribution had not been declared.

(e) Notwithstanding the foregoing provisions of Section 12.3(a), (b), (c) and (d), no adjustment of the Conversion Price shall be made in respect of any payment, distribution or other transaction referred to therein if the Company makes proper provision so that each Holder who converts its Securities (or any portion thereof) after the Record Date, date of declaration or effective time, as the case may be, of such payment, distribution or other transaction shall be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion, the same amount and kind of assets or other property that such Holder would have been entitled to receive if such Holder had, immediately prior to such Record Date, date of declaration or effective time, as the case may be, converted such Securities into Common Stock.

(f) Anything in this Indenture or the Securities to the contrary notwithstanding, no adjustment to the Conversion Price shall be made:

(i) upon or with respect to the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company or the investment of additional optional amounts in shares of Common Stock under any plan;

(ii) upon or with respect to the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, officer, director or consultant stock option, stock purchase or other benefit plan or program of or assumed by the Company or any of its Subsidiaries;

(iii) upon or with respect to the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date of this Indenture;

(iv) upon or with respect to any purchase of shares of Common Stock, including, without limitation, purchases with the proceeds of the sale of the Securities, whether under any stock repurchase program or otherwise;

(v) upon or with respect to the issuance to holders of Common Stock of rights (" stockholder rights ") under any existing or future stockholder rights plan or similar arrangement (including, without limitation, the Rights Agreement of the Company dated March 31, 2000, as the same may be amended or restated from time to time);

(vi) upon the exercise of stockholder rights by holders thereof and upon the issuance of securities as a consequence thereof;

(vii) in the event that the stockholder rights detach from the shares of Common Stock and become separately tradable;

(viii) for a change in the par value or no par value of the Common Stock; or

(ix) for accrued and unpaid interest, Contingent Interest, if any, or Liquidated Damages, if any, on the Securities.

(g) For purposes of this Article XII:

" Fair Market Value " shall mean the amount which a willing buyer would pay a willing seller in an arm's length transaction (as determined in good faith by the Board of Directors, whose good faith determination shall be conclusive and described in a Board Resolution or Officers' Certificate).

" Record Date " shall mean, with respect to any dividend, distribution or other transaction or event in which the holders of shares of Common Stock have the right to receive any cash, securities or other property or in which the shares of Common Stock (or other applicable security)

is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of stockholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

(h) The Company shall be entitled to make such reductions in the Conversion Price, in addition to those required by Sections 12.3(a), (b), (c) and (d), as the Board of Directors considers advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividends or distributions of capital stock (or rights to acquire capital stock) or from any event treated as such for United States federal income tax purposes.

(i) To the extent permitted by applicable law, the Company may, from time to time, decrease the Conversion Price by any amount for any period of at least 20 days if the Board of Director has determined that such decrease in the Conversion Price is in the best interest of the Company. Such a determination by the Board of Directors of the Company shall be conclusive. Whenever the Conversion Price is reduced pursuant to the second preceding sentence, the Company shall mail to the Trustee and each Holder at the address of such Holder as it appears in the register of the Securities maintained by the Registrar, at least 15 days prior to the date the reduced Conversion Price takes effect, a notice of the reduction stating the reduced Conversion Price and the period during which it will be in effect.

(j) All calculations under Section 12.2 and this Section 12.3 shall be made by the Company and shall be made to the nearest cent or one-hundredth of a share, with one-half cent and 0.005 of a share, respectively, being rounded upward. Notwithstanding any other provision of this Article XII, the Company shall not be required to make any adjustment of the Conversion Price unless such adjustment would require an increase or decrease of at least 1% of such price. Any lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment or adjustments so carried forward, shall amount to an increase or decrease of at least 1% in such price. Any adjustments under this Section 12.3 shall be made successively whenever an event requiring such an adjustment occurs.

(k) Anything in this Indenture or the Securities to the contrary notwithstanding, no adjustment shall be made pursuant to this Section 12.3 if (i) the effect thereof would be to reduce the Conversion Price below the par value (if any) of the Common Stock or (ii) the Holders of the Securities may participate in the transaction that would otherwise give rise to an adjustment pursuant to this Section 12.3.

(l) For purposes of this Section 12.3, the number of shares of Common Stock outstanding at any time shall not include shares held in the treasury of the Company.

Section 12.4. Consolidation or Merger of the Company.

If any of the following events occur, namely (a) any reclassification or change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (b) any consolidation, merger, combination or binding statutory share exchange of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; or (c) any sale or conveyance of the properties and assets of the Company substantially as an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture, providing that each Security shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, binding statutory share exchange, sale or

conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Security immediately prior to such reclassification, change, consolidation, merger, combination, binding statutory share exchange, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII.

The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.

The above provisions of this Section 12.4 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, statutory share exchanges, sales and conveyances.

If this Section 12.4 applies to any event or occurrence, Section 12.3 shall not apply.

Section 12.5. Notice of Adjustment.

Whenever an adjustment in the Conversion Price with respect to the Securities is required (other than an adjustment pursuant to Section 12.3(i)):

(a) the Company shall promptly mail or otherwise deliver to the Trustee and the Conversion Agent a certificate of an Officer of the Company, stating the adjusted Conversion Price determined as provided herein and setting forth in reasonable detail such facts as shall be necessary to show the reason for and the manner of computing such adjustment; and

(b) a notice stating that the Conversion Price has been adjusted and setting forth the adjusted Conversion Price shall promptly be mailed by the Company to each Holder in the manner provided in Section 13.2 hereof, and any such notice so mailed shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice.

Section 12.6. Notice in Certain Events.

In case:

(a) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an adjustment in the Conversion Price pursuant to Section 12.3;

(b) the Company shall authorize the granting to all holders of its Common Stock of rights to purchase any share of any class of capital stock or any other rights to purchase securities;

(c) of any reclassification or change of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of the properties and assets of the Company substantially as an entirety; or

(d) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company;

the Company shall mail to the Trustee and cause to be mailed to each Holder at its address appearing on the Security register, as promptly as possible but in any event at least 15 days prior to the applicable Record Date or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, or rights are to be determined or (y) the date on which such reclassification, change, consolidation, merger, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date, if any, as of which it is expected that

holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, change, consolidation, merger, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, grant, reclassification, change, consolidation, merger, sale, transfer, dissolution, liquidation or winding-up.

Section 12.7. Company To Reserve Stock; Registration; Listing. The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock for the purpose of effecting the conversion of the Securities, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all Securities then outstanding into such Common Stock at any time (assuming that, at the time of the computation of such number of shares, all such Securities would be held by a single Holder). The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and non-assessable and free from all liens and charges and, except as provided in Section 12.8, taxes with respect to the issue thereof.

Section 12.8. Taxes on Conversion.

The issue of Common Stock on conversion of Securities shall be made without charge to the converting Holder for any documentary, stamp or similar issue or transfer taxes in respect of the issue thereof, and the Company shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of Securities pursuant hereto; provided, however, that the Company shall not be required to pay any such tax which may be payable in respect of any transfer involved in the issue or delivery of shares of Common Stock or the portion, if any, of the Securities which are not so converted in a name other than that in which the Securities so converted were registered, and no such issue or delivery of any shares of Common Stock issuable upon conversion of any Security shall be made unless and until the Holder of such Securities has paid to the Company the amount of such tax or has established to the satisfaction of the Company that such tax has been paid.

Section 12.9. Conversion After Record Date.

Except as provided below, a converting Holder of Securities shall not be entitled to receive any accrued and unpaid interest, Contingent Interest, if any, or Liquidated Damages, if any, on any such Securities being converted. Holders of Securities at the close of business on a Regular Record Date will be entitled to receive payment of the interest, Contingent Interest, if any, and Liquidated Damages, if any, payable on such Securities on the next succeeding Interest Payment Date (notwithstanding the conversion of such Securities at any time after the close of business on such Regular Record Date), unless such Securities have been called for redemption on a Redemption Date or are purchased by the Company at the option of the Holder on a Purchase Date or Change in Control Purchase Date during the period from the close of business on such Regular Record Date to the opening of business on such Interest Payment Date. Securities surrendered for conversion or converted during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (except Securities which have been called for redemption on a Redemption Date after the close of business on such Regular Record Date and before the opening of business on the next succeeding Interest Payment Date) shall be accompanied by payment from the converting Holders, for the account of the Company, in Cash in New York Clearing House funds or other funds acceptable to the Company, in an amount equal to the interest, Contingent Interest, if any, and Liquidated Damages, if any, payable on such Interest Payment Date with respect to the principal amount of the Securities being converted.

Except as provided in this Section 12.9, no adjustments in respect of payments of interest, if any, Contingent Interest, if any, or Liquidated Damages, if any, on Securities surrendered for conversion or

any dividends or distributions or interest on the Common Stock issued upon conversion shall be made upon the conversion of any Securities.

In the event that any Security is converted after the close of business on any Special Record Date for the payment of Defaulted Interest on such Security and prior to the opening of business on the corresponding payment date for such Defaulted Interest, such Security (unless such Security has been called for redemption on a Redemption Date after the close of business on such Special Record Date and before the opening of business on such payment date) shall be accompanied by payment from the converting Holder, for the account of the Company, in Cash in New York Clearing House funds or other funds acceptable to the Company, in an amount equal to the Defaulted Interest payable on such payment date with respect to the principal amount of the Securities being converted.

Section 12.10. Restriction on Common Stock Issuable Upon Conversion.

(a) Except in the case of shares of Common Stock that have been registered under the Securities Act pursuant to the shelf registration statement filed pursuant to the Registration Rights Agreement (a " Shelf Registration Statement "), that are issued pursuant to such Shelf Registration Statement while such Shelf Registration Statement is effective under the Securities Act, and that the Company shall determine, in its sole and absolute discretion, are not "restricted securities" within the meaning of Rule 144, all shares of Common Stock issued upon conversion of Restricted Securities shall be physically delivered in certificated form to the Holders converting such Restricted Securities and the certificates representing such shares of Common Stock shall bear the Restricted Common Stock Legend unless removed in accordance with Section 12.10(c).

(b) If (i) shares of Common Stock to be issued upon conversion of Transfer Restricted Securities are to be registered in a name other than that of the Holder of such Transfer Restricted Securities or (ii) shares of Common Stock represented by a certificate bearing the Restricted Common Stock Legend are to be transferred by the holder, then the Holder of the Securities being converted or the holder of the shares of Common Stock being transferred, as the case may be, must deliver to the Conversion Agent or the transfer agent for the Common Stock, as the case may be, and to the Company a duly completed and executed Common Stock Transfer Certificate as to compliance with the restrictions on transfer applicable thereto, and, except in the case of an issuance or transfer being made pursuant to an effective Shelf Registration Statement, such legal opinions, certificates and other information as the Company, the Conversion Agent or the transfer agent may reasonably require to confirm that issuance or transfer is being made pursuant to the exemption from registration provided by Rule 144 under the Securities Act (if available) or to the Company or a Subsidiary of the Company and neither the Company, the Conversion Agent, the transfer agent nor any registrar, as the case may be, shall be required to issue any shares of Common Stock upon conversion of Securities to a person other than the Holder of such Security, or transfer any such shares of Common Stock, as the case may be, unless they shall have received a completed and executed Common Stock Transfer Certificate and such other documents referred to above.

(c) If certificates representing shares of Common Stock are issued upon the registration of transfer of any other certificate representing shares of Common Stock bearing the Restricted Common Stock Legend, or if a request is made to remove such Restricted Common Stock Legend from certificates representing shares of Common Stock, the certificates so issued shall bear the Restricted Common Stock Legend, or the Restricted Common Stock Legend shall not be removed, as the case may be, unless, (i) in the case of a transfer of shares of Common Stock that have been registered pursuant to the Shelf Registration Statement and that are to be transferred pursuant to such Shelf Registration Statement while it is effective under the Securities Act, the transferor shall have delivered to the Company and the transfer agent for the Common Stock a duly signed and completed and executed Common Stock Transfer Certificate indicating that the shares are to be so

transferred pursuant to the Shelf Registration Statement, (ii) in the case of any other transfer, there shall be delivered to the Company and the transfer agent for the Common Stock a completed and executed Common Stock Transfer Certificate and such legal opinions, certificates and other information as the Company or the transfer agent for the Common Stock may reasonably require to confirm that such transfer is being made pursuant to the exemption from registration provided by Rule 144 under the Securities Act (if available) and that, upon such transfer, such shares of Common Stock shall no longer be "restricted securities" within the meaning of Rule 144 under the Securities Act, or (iii) in the case of any such request for the removal of the legend, there shall be delivered to the Company and the transfer agent for the Common Stock such legal opinions, certificates and other information as either of them may reasonably require to confirm that such shares of Common Stock are no longer "restricted securities" within the meaning of Rule 144 under the Securities Act. Upon delivery of the documents required by this paragraph, the Company shall cause the transfer agent for the Common Stock to countersign and deliver certificates representing shares of Common Stock that do not bear the Restricted Common Stock Legend.

(d) Anything herein to the contrary notwithstanding, the provisions of this Section 12.10 shall survive the discharge of this Indenture.

Section 12.11. Company Determination Final.

Any determination that the Company or the Board of Directors must make pursuant to this Article XII shall be conclusive, absent manifest error.

Section 12.12. Responsibility of Trustee for Conversion Provisions.

The Trustee has no duty to determine when an adjustment under this Article XII should be made, how it should be made or what it should be. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities. The Trustee shall not be responsible for any failure of the Company to comply with this Article XII. Each Conversion Agent other than the Company or one of its Subsidiaries or Affiliates shall have the same protection under this Section 12.12 as the Trustee.

ARTICLE XIII

MISCELLANEOUS

Section 13.1. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies, or conflicts with the duties imposed by TIA Section 318(c), such section of the TIA shall control. If any provision of this Indenture expressly modifies or excludes any provision of the TIA that may be so modified or excluded, the Indenture provision so modifying or excluding such provision of the TIA shall be deemed to apply.

Section 13.2. Notices. Any request, demand, authorization, notice, waiver, consent or communication provided for under this Indenture or the Securities shall be in writing and delivered in person or using courier service providing overnight delivery or mailed by first-class mail, postage prepaid, in each case addressed as follows, or transmitted by facsimile transmission to the following facsimile numbers (so long as receipt of such facsimile transmission is confirmed by telephone):

if to the Company:

EDWARDS LIFESCIENCES CORPORATION
One Edwards Way
Irvine, California 92614
Attn: General Counsel
Facsimile No.: (949) 250-6885

if to the Trustee:

JPMORGAN CHASE BANK
4 New York Plaza, 15 ^th Floor
New York, New York 10004
Attn: Institutional Trust Services
Facsimile No.: (212) 623-6215

The Company or the Trustee by notice given to the other in the manner provided above may designate additional or different addresses or facsimile numbers for subsequent notices or communications.

Any notice or communication given to a Securityholder shall be mailed to the Securityholder, by first-class mail, postage prepaid, at the Securityholder's address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not received by the addressee, and will be deemed to have been given on the date of such mailing.

If the Company mails a notice or communication to the Securityholders, it shall mail a copy to the Trustee and each Registrar, Paying Agent, Conversion Agent or co-registrar.

Section 13.3. Communication by Holders with Other Holders.

Securityholders may communicate pursuant to TIA Section 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar, the Paying Agent, the Conversion Agent and anyone else shall have the protection of TIA Section 312(c).

Section 13.4. Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee, if the Trustee so requests:

(a) an Officers' Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Section 13.5. Statements Required in Certificate or Opinion.

Each Officers' Certificate or Opinion of Counsel with respect to compliance with a covenant or condition provided for in this Indenture shall include:

(a) a statement that each person making such Officers' Certificate or Opinion of Counsel has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such Officers' Certificate or Opinion of Counsel are based;

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

(d) a statement that, in the opinion of such person, such covenant or condition has been complied with.

Section 13.6. Calculations in Respect of the Securities.

The Company will be responsible for making all calculations called for under the Securities, the Indenture or the Registration Rights Agreement. These calculations include, but are not limited to, determination of the Market Price and Last Reported Sale Price for the Common Stock, the Trading Price of the Securities, whether Contingent Interest shall be payable on the Securities, the amount of accrued interest, Contingent Interest, if any, and Liquidated Damages, if any, on the Securities, in the event that the Company shall elect to pay the Purchase Price or Change in Control Purchase Price, in whole or in part, in shares of Common Stock, the number of shares of Common Stock issuable to make such payment, the amount of Cash payable in respect of fractional shares of Common Stock, and the Conversion Price of the Securities as in effect from time to time and whether the conditions to conversion set forth in Section 12.1(a)(i) or 12.1(b)(i) have been satisfied. The Company will make these calculations in good faith and, absent manifest error, these calculations will be final and binding on the Holders. The Company will provide to each of the Trustee, the Conversion Agent, Bid Solicitation Agent and the Paying Agent, upon written request, a schedule of its calculations and each of the Trustee, the Conversion Agent, Bid Solicitation Agent and the Paying Agent is entitled to rely upon the accuracy of such calculations without independent verification. The Trustee will forward the Company's calculations to any Holder upon the request of such Holder.

Section 13.7. Separability Clause.

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

Section 13.8. Rules by Trustee, Paying Agent, Conversion Agent and Registrar.

The Trustee may make reasonable rules for action by or a meeting of Securityholders. The Registrar, the Conversion Agent and the Paying Agent may make reasonable rules for their functions.

Section 13.9. Legal Holidays.

If any specified date (including a date for giving notice) is a Legal Holiday, the action shall be taken on the next succeeding day that is not a Legal Holiday. Without limitation to the foregoing, if any Interest Payment Date, Stated Maturity, Redemption Date, Purchase Date, Change in Control Purchase Date or other date on which any payment is due on the Securities falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest, Contingent Interest, if any, or Liquidated Damages, if any, will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity, Redemption Date, Purchase Date, Change in Control Purchase Date or other date, as the case may be, to the date of that payment on such next succeeding Business Day.

Section 13.10. Governing Law.

This Indenture and the Securities shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 13.11. No Recourse Against Others.

No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Security, or because of any indebtedness or obligation evidenced hereby or thereby, shall be had against any incorporator, as such, or against any past, present or future stockholder, officer, director or employee, as such, of the Company or of any predecessor or successor, either directly or through the Company or any predecessor or successor, under any rule of law, statute or constitutional provision or

by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities by the Holders and as part of the consideration for the issue of the Securities.

Section 13.12. Successors.

All agreements of the Company in this Indenture and the Securities shall bind its successor. All agreements of the Trustee in this Indenture shall bind its successor.

Section 13.13. Multiple Originals.

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture.

Section 13.14. Benefits of Indenture.

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

[ SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Indenture on behalf of the respective parties hereto as of the date first above written.

		EDWARDS LIFESCIENCES CORPORATION

		By:	/s/ CORRINE H. LYLE Name: Corinne H. Lyle Title: Corporate Vice President, Chief Financial Officer and Treasurer

		JPMORGAN CHASE BANK As Trustee

		By:	/s/ CAROL NG Name: Carol Ng Title: Trustee

SCHEDULE I

Projected Payment Schedule(1)
Per $1,000 Principal Amount at Maturity of Securities

Comparable yield: 4.85%, compounded semiannually

Semiannual Period Ending	Noncontingent Payments		Contingent Payments		Total Payments
November 15, 2003	$	20.02		—	$	20.02
May 15, 2004	$	19.38		—	$	19.38
November 15, 2004	$	19.38		—	$	19.38
May 15, 2005	$	19.38		—	$	19.38
November 15, 2005	$	19.38		—	$	19.38
May 15, 2006	$	19.38		—	$	19.38
November 15, 2006	$	19.38		—	$	19.38
May 15, 2007	$	19.38		—	$	19.38
November 15, 2007	$	19.38		—	$	19.38
May 15, 2008	$	19.38		—	$	19.38
November 15, 2008	$	19.38		—	$	19.38
May 15, 2009	$	19.38		—	$	19.38
November 15, 2009	$	19.38		—	$	19.38
May 15, 2010	$	19.38		—	$	19.38
November 15, 2010	$	19.38		—	$	19.38
May 15, 2011	$	19.38		—	$	19.38
November 15, 2011	$	19.38		—	$	19.38
May 15, 2012	$	19.38		—	$	19.38
November 15, 2012	$	19.38		—	$	19.38
May 15, 2013	$	19.38		—	$	19.38
November 15, 2013	$	19.38		—	$	19.38
May 15, 2014	$	19.38		—	$	19.38
November 15, 2014	$	19.38		—	$	19.38
May 15, 2015	$	19.38		—	$	19.38
November 15, 2015	$	19.38		—	$	19.38
May 15, 2016	$	19.38		—	$	19.38
November 15, 2016	$	19.38		—	$	19.38
May 15, 2017	$	19.38		—	$	19.38
November 15, 2017	$	19.38		—	$	19.38
May 15, 2018	$	19.38		—	$	19.38
November 15, 2018	$	19.38		—	$	19.38
May 15, 2019	$	19.38		—	$	19.38
November 15, 2019	$	19.38		—	$	19.38
May 15, 2020	$	19.38		—	$	19.38
November 15, 2020	$	19.38	$	3.05	$	22.43
May 15, 2021	$	19.38	$	3.13	$	22.51
November 15, 2021	$	19.38	$	3.20	$	22.58
May 15, 2022	$	19.38	$	3.28	$	22.66
November 15, 2022	$	19.38	$	3.37	$	22.75
May 15, 2023	$	19.38	$	3.45	$	22.83
November 15, 2023	$	19.38	$	3.54	$	22.92
May 15, 2024	$	19.38	$	3.62	$	23.00
November 15, 2024	$	19.38	$	3.71	$	23.09
May 15, 2025	$	19.38	$	3.81	$	23.19
November 15, 2025	$	19.38	$	3.90	$	23.28

May 15, 2026	$	19.38	$	4.00	$	23.38
November 15, 2026	$	19.38	$	4.10	$	23.48
May 15, 2027	$	19.38	$	4.20	$	23.58
November 15, 2027	$	19.38	$	4.31	$	23.69
May 15, 2028	$	19.38	$	4.42	$	23.80
November 15, 2028	$	19.38	$	4.53	$	23.91
May 15, 2029	$	19.38	$	4.64	$	24.02
November 15, 2029	$	19.38	$	4.76	$	24.14
May 15, 2030	$	19.38	$	4.87	$	24.25
November 15, 2030	$	19.38	$	5.00	$	24.38
May 15, 2031	$	19.38	$	5.12	$	24.50
November 15, 2031	$	19.38	$	5.25	$	24.63
May 15, 2032	$	19.38	$	5.38	$	24.76
November 15, 2032	$	19.38	$	5.51	$	24.89
May 15, 2033	$	19.38	$	1,506.15	$	1,525.53

(1): The schedule of projected payments is determined, in part, on the basis of an assumption of linear growth of the stock price and is not determined for any purpose other than for the determination of interest accruals and adjustments thereof in respect of the Securities for United States federal income tax purposes. The schedule of projected payments does not constitute a projection or representation regarding the amounts payable on the Securities.

EXHIBIT A

[FORM OF FACE OF SECURITY]

A-1

(1): This legend should be included only if the Security is a Global Security.

(2): This legend should be included only if the Security is a Transfer Restricted Security.

A-2

EDWARDS LIFESCIENCES CORPORATION*

3.875% Convertible Senior Debentures due 2033

No.

CUSIP:

[Transfer Restricted Global Securities—28176EA A6]
[Unrestricted Global Securities—28176EA B4]

*: All references to, and all provisions relating to, Liquidated Damages shall be deleted if the Security is not a Transfer Restricted Security.
(3): This phrase should be included only if the Security is a Global Security.

A-3

[SIGNATURE PAGE FOLLOWS]

A-4

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated:		EDWARDS LIFESCIENCES CORPORATION

		By:
		Title:

A-5

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

		JPMORGAN CHASE BANK, as Trustee

		By:	Authorized Signatory

A-6

[FORM OF REVERSE OF SECURITY]

3.875% Convertible Senior Debentures due 2033

1. INTEREST

Subject to Section 2 below, interest on the Securities will be computed on the basis of a 360-day year comprised of twelve 30-day months.

2. CONTINGENT INTEREST

A-7

3. METHOD OF PAYMENT

4. PAYING AGENT, CONVERSION AGENT, REGISTRAR AND BID SOLICITATION AGENT

5. AMOUNT OF SECURITIES

6. REDEMPTION AT THE OPTION OF THE COMPANY

A-8

7. NOTICE OF REDEMPTION AT THE OPTION OF THE COMPANY

8. PURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER; PURCHASE AT THE OPTION OF THE HOLDER UPON A CHANGE IN CONTROL

Securities in denominations larger than $1,000 principal amount may be purchased in part, but only in integral multiples of $1,000 principal amount.

A-9

(e) As provided in the Indenture, any Purchase Date or Change in Control Purchase Date may be extended as necessary to comply with applicable law.

9. CONVERSION

The initial Conversion Price is $54.66 per share of Common Stock, subject to adjustment in certain events described in the Indenture.

A-10

No fractional shares of Common Stock shall be issued upon conversion of any Security. Instead, the Company shall pay a Cash adjustment as provided in the Indenture.

The Company agrees, and each Holder and any beneficial owner of a Security by its purchase thereof shall be deemed to agree, to treat, for United States federal income tax purposes, the fair market value of the Common Stock received upon the conversion of a Security (together with any Cash payment in lieu of fractional shares) as a contingent payment on the Security for purposes of Treasury Regulation Section 1.1275-4(b).

10. DENOMINATIONS; TRANSFER; EXCHANGE

11. PERSONS DEEMED OWNERS

The Holder of this Security may be treated as the owner of this Security for all purposes.

12. UNCLAIMED MONEY OR PROPERTY

A-11

13. AMENDMENT; WAIVER

14. DEFAULTS AND REMEDIES

15. CONSOLIDATION, MERGER, AND SALE OF ASSETS

16. TRUSTEE AND AGENT DEALINGS WITH THE COMPANY

17. CALCULATIONS IN RESPECT OF THE SECURITIES

A-12

18. NO RECOURSE AGAINST OTHERS

19. AUTHENTICATION

20. DISCHARGE

21. ABBREVIATIONS

22. GOVERNING LAW

This Security shall be governed by and construed in accordance with the laws of the State of New York.

A-13

ASSIGNMENT FORM

To assign this Security, fill in the form below:

For value received, I or we assign and transfer this Security to
(Insert assignee's soc. sec. or tax ID no.)


(Print or type assignee's name, address and zip code)
and irrevocably appoint attorney to transfer this Security on the books of the Company. The attorney may substitute another to act for him.

		Your Signature:

Date:		(Sign exactly as your name appears on the other side of this Security. Your signature must correspond with the name as it appears on the face of this Security in every particular, without any change whatever.)
Signature Guaranteed
Participant in a Recognized Signature Guarantee Medallion Program
By:	Authorized Signatory

A-14

CONVERSION NOTICE

To convert this Security into shares of Common Stock of the Company, check the box o

If you want the stock certificate made out in another person's name fill in the form below:

(Insert assignee's soc. sec. or tax ID no.)


(Print or type assignee's name, address and zip code)

A-15

		Your Signature:

Date:		(Sign exactly as your name appears on the other side of this Security. Your signature must correspond with the name as it appears on the face of this Security in every particular, without any change whatever.)
Signature Guaranteed
Participant in a Recognized Signature Guarantee Medallion Program
By:	Authorized Signatory

A-16

TRANSFER CERTIFICATE(4)

Re:: 3.875% Convertible Senior Debentures due 2033 (the "Securities") of EDWARDS LIFESCIENCES CORPORATION (the "Company", which term includes any successor under the Indenture referred to below)

This certificate relates to $ principal amount of Securities owned in (check applicable box)

o book-entry or o definitive form by (the "Transferor").

The Transferor has requested a Registrar or the Trustee to exchange or register the transfer of such Securities.

o: Such Security is being transferred to the Company or a Subsidiary;
o: Such Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in compliance with Rule 144A under the Securities Act;
o: Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements under the Securities Act provided by, and in accordance with, Rule 144 (or any successor provision thereto) ("Rule 144") under the Securities Act, if available;
o: Such Security is being acquired for the Transferor's own account, without transfer; or
o: Such security is being transferred pursuant to an effective registration statement under the Securities Act.

(4): This certificate should only be included if this Security is a Transfer Restricted Security.

A-17

DATE:	Insert Name of Transferor
	Signature(s) of Transferor Title:
(If the registered owner is a corporation, partnership, other entity or fiduciary, the title of the person signing on behalf of such registered owner must be stated.)
	Signature Guaranteed
	Participant in a Recognized Signature Guarantee Medallion Program

	By:	Authorized Signatory

To be completed by transferee if the transfer is made pursuant to Rule 144A under the Securities Act (as defined above):

Dated:	Insert Name of Transferee

	By:	Executive Officer

A-18

COMMON STOCK TRANSFER CERTIFICATE(5)

Re:: Common Stock (the "Common Stock") of EDWARDS LIFESCIENCES CORPORATION (the "Company", which term includes any successor under the Indenture referred to below)

o: Such Share is being transferred to the Company or a Subsidiary;
o: Such Share is being transferred pursuant to and in compliance with an exemption from the registration requirements under the Securities Act provided by, and in accordance with, Rule 144 (or any successor provision thereto) ("Rule 144") under the Securities Act, if available; or
o: Such Share is being transferred pursuant to an effective registration statement under the Securities Act.

DATE:	Insert Name of Transferor
	Signature(s) of Transferor Title:
(If the registered owner is a corporation, partnership, other entity or fiduciary, the title of the person signing on behalf of such registered owner must be stated.)
	Signature Guaranteed
	Participant in a Recognized Signature Guarantee Medallion Program

	By:	Authorized Signatory

(5): This certificate should only be included if this Security is a Transfer Restricted Security.

A-19

EXHIBIT B

[FORM OF RESTRICTIVE LEGEND FOR
COMMON STOCK ISSUED UPON CONVERSION]

THE SHARES OF COMMON STOCK EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR FOREIGN SECURITIES LAWS AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ADOPTED UNDER THE SECURITIES ACT); (2) AGREES THAT IT WILL NOT, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF (X) THE ORIGINAL ISSUANCE DATE OF THE 3.875% CONVERTIBLE SENIOR DEBENTURES DUE 2033 (THE "DEBENTURES") OF THE ISSUER (AS DEFINED BELOW) UPON THE CONVERSION OF WHICH ANY OF THE SHARES OF COMMON STOCK EVIDENCED HEREBY WERE ISSUED (OR, IF THE OVER-ALLOTMENT OPTION GRANTED TO J.P. MORGAN SECURITIES INC. WAS EXERCISED, THE ORIGINAL ISSUE DATE OF THE DEBENTURES ISSUED UPON THE EXERCISE OF SUCH OPTION) AND (Y) THE LAST DATE ON WHICH EDWARDS LIFESCIENCES CORPORATION (THE "ISSUER", WHICH TERM INCLUDES ANY SUCCESSOR THERETO) OR ANY "AFFILIATE" (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE ISSUER WAS THE OWNER OF ANY OF THE SHARES OF COMMON STOCK EVIDENCED HEREBY OR ANY OF THE DEBENTURES UPON THE CONVERSION OF WHICH ANY SUCH SHARES OF COMMON STOCK WERE ISSUED, RESELL OR OTHERWISE TRANSFER ANY OF THE SHARES OF COMMON STOCK EVIDENCED HEREBY, EXCEPT (A) TO THE ISSUER OR A SUBSIDIARY THEREOF; (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A ADOPTED UNDER THE SECURITIES ACT; (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 ADOPTED UNDER THE SECURITIES ACT (IF AVAILABLE), OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; (3) AGREES THAT IT WILL, PRIOR TO ANY TRANSFER OF ANY OF THE SHARES OF COMMON STOCK EVIDENCED HEREBY PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, FURNISH TO THE TRANSFER AGENT AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED BY THEM TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (4) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM ANY OF THE SHARES OF COMMON STOCK EVIDENCED HEREBY ARE TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(D) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

B-1

EXHIBIT C

[FORM OF PURCHASE NOTICE AND CHANGE IN CONTROL PURCHASE NOTICE]
OPTION OF HOLDER TO ELECT PURCHASE

This notice relates to the 3.875% Convertible Senior Debentures due 2033 (the "Securities") of Edwards Lifesciences Corporation, a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture referred to below), issued pursuant to an Indenture (as the same may be amended or supplemented from time to time, the "Indenture"), dated as of May 9, 2003, between the Company and JPMorgan Chase Bank, as trustee. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture.

If you elect to have a Security purchased, in whole or in part, by the Company pursuant to Article IV of the Indenture, check the following box: o

If you elect to have a Security purchased, in whole or in part, by the Company pursuant to Article V of the Indenture, check the following box: o

If certificated, insert the certificate number(s) of the Securities you will be surrendering for repurchase:

If your Securities are in book-entry form, insert the name of the broker, dealer or other person through whom you own your Securities:

State the principal amount of Securities you want to be purchased (must be $1,000 in principal amount or an integral multiple of $1,000): $ .

On the terms and subject to the conditions provided in the Indenture, the undersigned hereby elects to have the Securities specified in the immediately preceding paragraph purchased on the applicable Purchase Date or Change in Control Purchase Date, as the case may be.

If the Company elects, pursuant to the Indenture, to pay the Purchase Price or Change in Control Purchase Price, as the case may be, to be paid as of (i) the May 15, 2013 or the May 15, 2018 Purchase Dates or (ii) the Change in Control Purchase Date, as the case may be, in whole or in part, in Common Stock but such Purchase Price or Change in Control Purchase Price, as the case may be, shall ultimately be payable entirely in Cash because any of the conditions to the payment of the Purchase Price or Change in Control Purchase Price, as the case may be, in Common Stock are not satisfied by the date specified in the Indenture, you elect (check only one of the following boxes):

o: to withdraw this notice as to some or all of the Securities to which this notice relates (State the principal amount of the Securities as to which such withdrawal shall relate: $ (if you do not indicate the principal amount of the Securities to which such withdrawal relates, then such withdrawal shall relate to all of the Securities); and, if certificated, state the certificate number(s) as to which such withdrawal shall relate: ), or
o: to receive Cash in respect of the entire Purchase Price or Change in Control Purchase Price, as the case may be, for all Securities to which this notice relates.

If you fail to indicate your choice with respect to the foregoing election, you shall be deemed to have elected to receive Cash in respect of the entire Purchase Price or Change in Control Purchase Price, as the case may be, for all Securities subject to this notice under the foregoing circumstances described in this paragraph.

The undersigned recognizes that the amount of Securities requested to be purchased above shall be purchased as of the Purchase Date or Change in Control Purchase Date, as the case may be, pursuant to the terms and subject to the conditions specified in the Indenture and the Securities, and further acknowledges and agrees that, as provided in the Indenture, the Company shall be entitled to

C-1

extend any Purchase Date or Change in Control Purchase Date if necessary to comply with applicable law or regulation or any comment or request of the staff of the Securities and Exchange Commission.

In the event that the Purchase Price or Change in Control Purchase Price, as the case may be, for the Securities is payable, in whole or in part, in Common Stock of the Company, the undersigned Holder directs that the shares issuable upon purchase, together with any check in payment of fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated below (in which case both such shares and any payment in respect of fractional shares will be made to the person indicated below). If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes and other governmental charges payable in connection therewith.

		Your Signature:

Date:		(Sign exactly as your name appears on the other side of this Security. Your signature must correspond with the name as it appears on the face of this Security in every particular, without any change whatever.)
Signature Guaranteed
Participant in a Recognized Signature Guarantee Medallion Program
By:	Authorized Signatory

C-2

If you want the stock certificate, if any, made out in another person's name, provide the following information with respect to such person:

Name
Social Security or Taxpayer Identification Number
Street Address
City, State and Zip Code

C-3

QuickLinks

TABLE OF CONTENTS
CROSS-REFERENCE TABLE
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
ARTICLE II THE SECURITIES
ARTICLE III OPTIONAL REDEMPTION
ARTICLE IV PURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER
ARTICLE V PURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER UPON A CHANGE OF CONTROL
ARTICLE VI COVENANTS
ARTICLE VII SUCCESSOR CORPORATION
ARTICLE VIII DEFAULTS AND REMEDIES
ARTICLE IX TRUSTEE
ARTICLE X DISCHARGE OF INDENTURE
ARTICLE XI AMENDMENTS
ARTICLE XII CONVERSION
ARTICLE XIII MISCELLANEOUS
Projected Payment Schedule(1) Per $1,000 Principal Amount at Maturity of Securities
EXHIBIT A [FORM OF FACE OF SECURITY]
EDWARDS LIFESCIENCES CORPORATION* 3.875% Convertible Senior Debentures due 2033
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
[FORM OF REVERSE OF SECURITY] 3.875% Convertible Senior Debentures due 2033
ASSIGNMENT FORM
CONVERSION NOTICE
TRANSFER CERTIFICATE(4)
COMMON STOCK TRANSFER CERTIFICATE(5)
EXHIBIT B [FORM OF RESTRICTIVE LEGEND FOR COMMON STOCK ISSUED UPON CONVERSION]
EXHIBIT C [FORM OF PURCHASE NOTICE AND CHANGE IN CONTROL PURCHASE NOTICE] OPTION OF HOLDER TO ELECT PURCHASE

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EXHIBIT 4.3

PRIVILEGED AND CONFIDENTIAL

Edwards Lifesciences Corporation

and

Equiserve Trust Company, N.A.

Rights Agent

Rights Agreement

Dated as of March 31, 2000

Table of Contents

Section		Page
Section 1.	Certain Definitions	1
Section 2.	Appointment of Rights Agent	4
Section 3.	Issue of Rights Certificates	4
Section 4.	Form of Rights Certificates	5
Section 5.	Countersignature and Registration	6
Section 6.	Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates	6
Section 7.	Exercise of Rights; Purchase Price; Expiration Date of Rights	7
Section 8.	Cancellation and Destruction of Rights Certificates	9
Section 9.	Reservation and Availability of Capital Stock	9
Section 10.	Preferred Stock Record Date	10
Section 11.	Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights	11
Section 12.	Certificate of Adjusted Purchase Price or Number of Shares	16
Section 13.	Consolidation, Merger or Sale or Transfer of Assets, Cash Flow or Earning Power	17
Section 14.	Fractional Rights and Fractional Shares	19
Section 15.	Rights of Action	20
Section 16.	Agreement of Rights Holders	20
Section 17.	Rights Certificate Holder Not Deemed a Stockholder	21
Section 18.	Concerning the Rights Agent	21
Section 19.	Merger or Consolidation or Change of Name of Rights Agent	21
Section 20.	Duties of Rights Agent	22
Section 21.	Change of Rights Agent	23
Section 22.	Issuance of New Rights Certificates	24
Section 23.	Redemption and Termination	24
Section 24.	Exchange	25
Section 25.	Notice of Certain Events	26
Section 26.	Notices	26
Section 27.	Supplements and Amendments	27
Section 28.	Successors	27
Section 29.	Determination and Actions by the Board of Directors, etc.	27
Section 30.	Benefits of this Agreement	28
Section 31.	Severability	28
Section 32.	Governing Law	28
Section 33.	Counterparts	28
Section 34.	Descriptive Headings	28

RIGHTS AGREEMENT

RIGHTS AGREEMENT, dated as of March 31, 2000 (the "Agreement"), between Edwards Lifesciences Corporation, a Delaware corporation (the "Company"), and Equiserve Trust Company, N.A., a federally chartered trust company (the "Rights Agent").

W I T N E S S E T H:

WHEREAS, on March 10, 2000 (the "Rights Dividend Declaration Date"), the Board of Directors of the Company authorized and declared a dividend distribution of one Right (as hereinafter defined) for each share of Common Stock (as hereinafter defined) of the Company outstanding at the Close of Business on March 31, 2000, after giving effect to the distribution of shares of Common Stock by Baxter International Inc. to its stockholders (the "Record Date"), each Right initially representing the right to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock of the Company having the rights, powers and preferences set forth in the form of Certificate of Designations attached hereto as Exhibit A, upon the terms and subject to the conditions hereinafter set forth (the "Rights"), and has further authorized the issuance of one Right (as such number may hereinafter be adjusted pursuant to the provisions of Section 11(p) hereof) for each share of Common Stock of the Company issued between the Record Date and the earlier of the Distribution Date or the Expiration Date (as such terms are hereinafter defined) or, in certain circumstances provided in Section 22 hereof, after the Distribution Date (as hereinafter defined);

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

Section 1. Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated:

(a) "Acquiring Person" shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, but shall not include the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed and acting in such appointed capacity, or established by the Company for or pursuant to the terms of any such plan. Notwithstanding the foregoing, no Person shall become an "Acquiring Person" as the result of an acquisition of shares of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 15% or more of the shares of Common Stock then outstanding; provided , however , that if a Person shall become the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of any additional shares of Common Stock, then such Person shall be deemed to be an "Acquiring Person". Notwithstanding the foregoing, no Person shall become an "Acquiring Person" if (i) such Person has reported or is required to report such ownership on Schedule 13G under the Securities Exchange Act of 1934, as amended and in effect on the date of this Agreement (the "Exchange Act") (or any comparable or successor report) or on Schedule 13D under the Exchange Act (or any comparable or successor report) which Schedule 13D does not state any intention to or reserve the right to control or influence the management or policies of the Company or engage in any of the actions specified in Item 4 of such schedule (other than the disposition of the Common Stock), (ii) such Person, together with all Affiliates and Associates of such Person, does not beneficially own 20% or more of the outstanding shares of Common Stock then outstanding and (iii) within ten (10) Business Days of being requested by the Company to advise it regarding the same, such Person properly certifies to the Company that such Person acquired shares of Common Stock in excess of 14.9% inadvertently or without knowledge of the terms of the Rights and who, together with all Affiliates and Associates, thereafter does not acquire any additional shares of Common Stock while the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding; provided , however , that (i) if the Person requested to so certify fails to do so within

ten (10) Business Days, then such Person shall become an Acquiring Person immediately after such ten-Business-Day period, (ii) if the Person requested to so certify, so certifies but the Board of Directors determines that such Person so certified falsely, then such Person shall become an Acquiring Person immediately upon such determination and (iii) if the Person acquires additional shares of Common Stock while the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, then such Person shall immediately become an Acquiring Person.

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

(c) "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

(d) A Person shall be deemed the "Beneficial Owner" of, and shall be deemed to "beneficially own," any securities:

(i) which such Person or any of such Person's Affiliates or Associates, directly or indirectly, has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided , however , that a Person shall not be deemed the "Beneficial Owner" of, or to "beneficially own," (A) securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person's Affiliates or Associates until such tendered securities are accepted for purchase or exchange, or (B) securities issuable upon exercise of Rights at any time prior to the occurrence of a Triggering Event, or (C) securities issuable upon exercise of Rights from and after the occurrence of a Triggering Event which Rights were acquired by such Person or any such Person's Affiliates or Associates prior to the Distribution Date or pursuant to Section 3(a) or Section 22 hereof (the "Original Rights") or pursuant to Section 11(i) hereof in connection with an adjustment made with respect to any Original Rights;

(ii) which such Person or any of such Person's Affiliates or Associates, directly or indirectly, has the right to vote or dispose of or has "beneficial ownership" of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange Act), including pursuant to any agreement, arrangement or understanding, whether or not in writing; provided , however , that a Person shall not be deemed the "Beneficial Owner" of, or to "beneficially own," any security under this subparagraph (ii) as a result of an agreement, arrangement or understanding to vote such security if such agreement, arrangement or understanding: (A) arises solely from a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions of the General Rules and Regulations under the Exchange Act, and (B) is not also then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report); or

(iii) which are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with which such Person (or any of such Person's Affiliates or Associates) has any agreement, arrangement or understanding (whether or not in writing), for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in the proviso to subparagraph (ii) of this paragraph (d)) or disposing of any voting securities of the Company;

provided , however , that nothing in this paragraph (d) shall cause a Person engaged in business as an underwriter of securities to be the "Beneficial Owner" of, or to "beneficially own," any securities acquired through such Person's participation in good faith in a firm commitment underwriting until the expiration of forty days after the date of such acquisition.

(e) "Business Day" shall mean any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

(f) "Close of Business" on any given date shall mean 5:00 P.M., New York time, on such date, provided , however , that if such date is not a Business Day it shall mean 5:00 P.M., New York time, on the next succeeding Business Day.

(g) "Common Stock" shall mean the common stock, par value $1.00 per share, of the Company, except that "Common Stock" when used with reference to any Person other than the Company shall mean the capital stock of such Person with the greatest voting power, or the equity securities or other equity interest having power to control or direct the management, of such Person.

(h) "Person" shall mean any individual, firm, limited liability company, corporation, partnership or other entity and shall include any successor (by merger or otherwise) of such entity.

(i) "Preferred Stock" shall mean shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company, and, to the extent that there is not a sufficient number of shares of Series A Junior Participating Preferred Stock authorized to permit the full exercise of the Rights, any other series of preferred stock, par value $.01 per share, of the Company designated for such purpose containing terms substantially similar to the terms of the Series A Junior Participating Preferred Stock.

(j) "Section 11(a)(ii) Event" shall mean the event described in Section 11(a)(ii) hereof.

(k) "Section 13 Event" shall have the meaning set forth in Section 13(a) hereof.

(l) "Stock Acquisition Date" shall mean the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

(m) "Subsidiary" shall mean, with reference to any Person, any corporation or other entity of which an amount of voting securities sufficient to elect at least a majority of the directors, or other Persons acting in a capacity similar to directors, of such corporation or other entity is beneficially owned, directly or indirectly, by such Person, or otherwise controlled by such Person.

(n) "Triggering Event" shall mean any Section 11(a)(ii) Event or any Section 13 Event.

In addition, for purposes of this Agreement, the following terms have the meanings indicated in specified sections of this Agreement: (i) "Adjustment Shares" shall have the meaning set forth in Section 11(a)(ii) hereof; (ii) "common stock equivalents" shall have the meaning set forth in Section 11(a)(iii) hereof; (iii) "current market price" shall have the meaning set forth in Section 11(d) hereof; (iv) "Current Value" shall have the meaning set forth in Section 11(a)(iii) hereof; (v) "Distribution Date" shall have the meaning set forth in Section 3(a) hereof; (vi) "equivalent preferred stock" shall have the meaning set forth in Section 11(b) hereof; (vii) "Exchange Ratio" shall have the meaning set forth in Section 24(a) hereof; (viii) "Expiration Date" shall have the meaning set forth in Section 7(a) hereof; (ix) "Final Expiration Date" shall have the meaning set forth in Section 7(a) hereof; (x) "Nasdaq" shall have the meaning set forth in Section 11(d)(i) hereof; (xi) "Principal Party" shall have the meaning set forth in Section 13(b) hereof; (xii) "Purchase Price" shall have the meaning set forth in Section 4(a); (xiii) "Record Date" shall have the meaning set forth in the recitals hereof; (xiv) "Redemption Price" shall have the meaning set forth in Section 23(a) hereof; (xv) "Rights" shall have the meaning set forth in the recitals hereof; (xvi) "Rights Certificates" shall have the meaning set forth in Section 3(a) hereof; (xvii) "Section 11(a)(ii) Trigger Date" shall have the meaning set forth in Section 11(a)(iii) hereof; (xviii) "Spread" shall have the meaning set

forth in Section 11(a)(iii) hereof; (xix) "Substitution Period" shall have the meaning set forth in Section 11(a)(iii) hereof; (xx) "Summary of Rights" shall have the meaning set forth in Section 3(b) hereof; and (xxi) "Trading Day" shall have the meaning set forth in Section 11(d)(i) hereof.

Section 2. Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint such co-Rights Agents as it may deem necessary or desirable upon ten (10) days' prior written notice to the Rights Agent. The Rights Agent shall have no duty to supervise, and shall in no event be liable for the acts or omissions of any such co-Rights Agent.

Section 3. Issue of Rights Certificates.

(a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company shall give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, and receipt of written notice of the Distribution Date from the Company, the Rights Agent will, at the Company's expense, send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

(b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate representing shares of Common Stock in respect of which Rights have been issued, with or

without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Common Stock.

(c) Rights shall be issued in respect of all shares of Common Stock which are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form:

This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Rights Agreement between Edwards Lifesciences Corporation (the "Company") and Equiserve Trust Company, N.A. (the "Rights Agent") dated as of March 31, 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.

With respect to such certificates containing the foregoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event the Company purchases or acquires any shares of its Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are not outstanding.

Section 4. Form of Rights Certificates.

(a) The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. The Rights Certificates shall be in a machine printable format reasonably satisfactory to the Rights Agent. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, the same date as the stock certificate evidencing such shares, shall show the date of countersignature, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per one one-hundredth of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment from time to time as provided in Sections 11 and 13(a) hereof.

(b) Any Rights Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by any Person known to be: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or

Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect avoidance of Section 7(e) hereof, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend:

The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement.

The Company shall instruct the Rights Agent in writing of the Rights which should be so legended.

Section 5. Countersignature and Registration.

(a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned manually by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfer, books for registration and transfer of the Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the certificate number and the date of each of the Rights Certificates.

Section 6. Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.

(a) Subject to the provisions of Section 4(b), Section 7(e) and Section 14 hereof, at any time after the Close of Business on the Distribution Date, and at or prior to the Close of Business on the Expiration Date, any Rights Certificate or Certificates (other than Rights Certificates representing Rights that have become null and void pursuant to Section 7(e) or that have been exchanged pursuant to Section 24 hereof) may be transferred, split up, combined or exchanged for another Rights Certificate or Certificates, entitling the registered holder to purchase a like number of one

one-hundredths of a share of Preferred Stock (or, following a Triggering Event, Common Stock, other securities, cash or other assets, as the case may be) as the Rights Certificate or Certificates surrendered then entitled such holder (or former holder in the case of a transfer) to purchase. Any registered holder desiring to transfer, split up, combine or exchange any Rights Certificate or Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Rights Certificate or Certificates to be transferred, split up, combined or exchanged at the principal office or offices of the Rights Agent designated for such purpose. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificate until the registered holder shall have completed and signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request. Thereupon the Rights Agent shall, subject to Section 4(b), Section 7(e), Section 14 and Section 24 hereof, countersign and deliver to the Person entitled thereto a Rights Certificate or Rights Certificates, as the case may be, as so requested. The Company may require payment by the holders of Rights of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Rights Certificates.

(b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Rights Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the Rights Certificates if mutilated, the Company will execute and deliver a new Rights Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered owner in lieu of the Rights Certificate so lost, stolen, destroyed or mutilated.

Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights.

(a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the Close of Business on March 31, 2010 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof or (iii) the time at which such Rights are exchanged pursuant to Section 24 hereof (the earliest of (i), (ii) and (iii) being herein referred to as the "Expiration Date"). Notwithstanding anything in this Agreement to the contrary, the Rights shall not be exercisable prior to the Distribution Date.

(b) The Purchase Price for each one one-hundredth of a share of Preferred Stock pursuant to the exercise of a Right shall initially be $80, and shall be subject to adjustment from time to time as provided in Sections 11 and 13(a) hereof and shall be payable in accordance with paragraph (c) below.

(c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, of the Purchase Price per one one-hundredth of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) to be purchased as set forth below and an amount equal to any applicable transfer tax required to be paid by the holder of the Rights Certificate in accordance with Section 9(e) hereof, the Rights Agent shall, subject to Section 20(k) hereof, thereupon

promptly (i) (A) requisition from any transfer agent of the shares of Preferred Stock (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the total number of one one-hundredths of a share of Preferred Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a share of Preferred Stock as are to be purchased (in which case certificates for the shares of Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with such request, (ii) requisition from the Company the amount of cash, if any, to be paid in lieu of fractional shares in accordance with Section 14 hereof, (iii) after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, and (iv) after receipt thereof, deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) shall be made in cash or by certified bank check or bank draft payable to the order of the Company. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when necessary to comply with the terms of this Agreement. The Company reserves the right to require prior to the occurrence of a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued.

(d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions of Section 14 hereof.

(e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a) (ii) Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any Affiliate or Associate thereof) to holders of equity interests in such Acquiring Person (or any Affiliate or Associate thereof) or to any Person with whom the Acquiring Person (or any Affiliate or Associate thereof) has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but neither the Company nor the Rights Agent shall have any liability to any holder of Rights Certificates or other Person as a result of the Company's failure to make any determinations with respect to an Acquiring Person or any of its Affiliates, Associates or transferees hereunder. The Rights Agent will endeavor to comply with the provisions of this Section 7(e) to the extent it has received instructions from the Company concerning such matters.

(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) properly completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request.

Section 8. Cancellation and Destruction of Rights Certificates.

All Rights Certificates surrendered for the purpose of exercise, transfer, split up, combination or exchange shall, if surrendered to the Company or any of its agents, be delivered to the Rights Agent for cancellation or in cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by it, and no Rights Certificates shall be issued in lieu thereof, except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Rights Certificates purchased or acquired by the Company otherwise than upon the exercise thereof. The Rights Agent shall deliver all cancelled Rights Certificates to the Company, or shall, at the written request of the Company, destroy such cancelled Rights Certificates, and in such case shall deliver a certificate of destruction thereof to the Company.

Section 9. Reservation and Availability of Capital Stock.

(a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

(b) So long as the shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange or The Nasdaq National Market (or any successor), the Company shall use its reasonable best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or The Nasdaq National Market (or any successor), upon official notice of issuance upon such exercise.

(c) The Company shall use its reasonable best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, a registration statement under the Act with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement, in each case with simultaneous written notice to the Rights Agent, stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a

registration statement is required following the Distribution Date, and a Section 11(a)(ii) Event has not occurred, the Company may temporarily suspend the exercisability of Rights until such time as a registration statement has been declared effective. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification or exemption in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective.

(d) The Company covenants and agrees that it will take all such actions as may be necessary to ensure that all one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable.

(e) The Company further covenants and agrees that it will pay, when due and payable, any and all transfer taxes and governmental charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a Person other than, or the issuance or delivery of a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Section 10. Preferred Stock Record Date.

Each Person in whose name any certificate for a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and all applicable transfer taxes) was made; provided , however , that if the date of such surrender and payment is a date upon which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares or other securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Section 11. Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights.

The Purchase Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

(a) (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of Preferred Stock or capital stock, as the case may be, issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the Purchase Price then in effect, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof.

(ii) Subject to Section 24 hereof, in the event any Person at any time after the Rights Dividend Declaration Date becomes an Acquiring Person, then each holder of a Right (except as provided below and in Section 7(e) hereof) shall thereafter have the right to receive, upon exercise thereof at a price equal to the then current Purchase Price in accordance with the terms of this Agreement, in lieu of a number of one one-hundredths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event and (y) dividing that product (which, following such first occurrence shall thereafter be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d) hereof) per share of Common Stock on the date of such first occurrence (such number of shares, the "Adjustment Shares").

(iii) In the event that the number of shares of Common Stock which are authorized by the Company's certificate of incorporation, as amended, but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall: (A) determine the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value"), and (B) with respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock, such as the Preferred Stock, which the Board of Directors of the Company has deemed to have substantially the same value or economic rights as shares of Common Stock (such shares of preferred stock, "common stock equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by the Board of Directors of the Company based upon the advice of a nationally recognized

investment banking firm selected by the Board of Directors of the Company; provided , however , if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the "Section 11(a)(ii) Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. For purposes of the preceding sentence, the term "Spread" shall mean the excess of (i) the Current Value over (ii) the Purchase Price. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such thirty (30) day period, as it may be extended, the "Substitution Period"). To the extent that action is to be taken pursuant to the first and/or third sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek such stockholder approval for such authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of each Adjustment Share shall be the current market price (as determined pursuant to Section 11(d) hereof) per share of Common Stock on the Section 11(a)(ii) Trigger Date and the value of any "common stock equivalent" shall be deemed to equal the current market price (as determined pursuant to Section 11(d) hereof) per share of the Common Stock on such date.

(b) In case the Company shall fix a record date for the issuance of rights (other than the Rights), options or warrants to all holders of Preferred Stock entitling them to subscribe for or purchase (for a period expiring within forty-five (45) calendar days after such record date) Preferred Stock (or shares having the same rights, privileges and preferences as the shares of Preferred Stock ("equivalent preferred stock")) or securities convertible into Preferred Stock or equivalent preferred stock at a price per share of Preferred Stock or per share of equivalent preferred stock (or having a conversion price per share, if a security convertible into Preferred Stock or equivalent preferred stock) less than the current market price (as determined pursuant to Section 11(d) hereof) per share of Preferred Stock on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of shares of Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock and/or equivalent preferred stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price, and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of additional shares of Preferred Stock and/or equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid by delivery of consideration part or all of which may be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the

Rights Agent and the holders of the Rights. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

(c) In case the Company shall fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness, cash (other than a regular periodic cash dividend out of the earnings or retained earnings of the Company), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the current market price (as determined pursuant to Section 11(d) hereof) per share of Preferred Stock on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to a share of Preferred Stock and the denominator of which shall be such current market price (as determined pursuant to Section 11(d) hereof) per share of Preferred Stock. Such adjustments shall be made successively whenever such a record date is fixed, and in the event that such distribution is not so made, the Purchase Price shall be adjusted to be the Purchase Price which would have been in effect if such record date had not been fixed.

(d) (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii) hereof, the "current market price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (30) consecutive Trading Days (as such term is hereinafter defined) immediately prior to but not including such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "current market price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following but not including such date; provided , however , that in the event that the current market price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the "current market price" shall be properly adjusted to take into account any trading during the period prior to such ex-dividend date or record date. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by The Nasdaq Stock Market ("Nasdaq") or such other quotation system then in use, or, if on any such date the shares of Common

Stock are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board of Directors of the Company. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board of Directors of the Company shall be used. The term "Trading Day" shall mean a day on which the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading is open for the transaction of business or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, a Business Day. If the Common Stock is not publicly held or not so listed or traded, "current market price" per share shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.

(ii) For the purpose of any computation hereunder, the "current market price" per share of Preferred Stock shall be determined in the same manner as set forth above for the Common Stock in clause (i) of this Section 11(d) (other than the last sentence thereof). If the current market price per share of Preferred Stock cannot be determined in the manner provided above, or if the Preferred Stock is not publicly held or listed or traded in a manner described in clause (i) of this Section 11(d), the "current market price" per share of Preferred Stock shall be conclusively deemed to be an amount equal to 100 (as such number may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock occurring after the date of this Agreement) multiplied by the current market price per share of the Common Stock. If neither the Common Stock nor the Preferred Stock is publicly held or so listed or traded, "current market price" per share of the Preferred Stock shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. For all purposes of this Agreement, the "current market price" of one one-hundredth of a share of Preferred Stock shall be equal to the "current market price" of one share of Preferred Stock divided by 100.

(e) Anything herein to the contrary notwithstanding, no adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the Purchase Price; provided , however , that any adjustments which by reason of this Section 11(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest one ten-thousandth of a share of Common Stock or other share or one one-millionth of a share of Preferred Stock, as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made no later than the earlier of (i) three (3) years from the date of the transaction which mandates such adjustment, or (ii) the Expiration Date.

(f) If as a result of an adjustment made pursuant to Section 11(a)(ii) or Section 13(a) hereof, the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock other than Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Right and the Purchase Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Stock contained in Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k) and (m), and the provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred Stock shall apply on like terms to any such other shares.

(g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of one one-hundredths of a share of Preferred Stock purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein.

(h) Unless the Company shall have exercised its election as provided in Section 11(i), upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and (c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one-hundredths of a share of Preferred Stock (calculated to the nearest one-millionth) obtained by (i) multiplying (x) the number of one one-hundredths of a share covered by a Right immediately prior to this adjustment, by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price, and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price.

(i) The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in lieu of any adjustment in the number of one one-hundredths of a share of Preferred Stock purchasable upon the exercise of a Right. Each of the Rights outstanding after the adjustment in the number of Rights shall be exercisable for the number of one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one-ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least ten (10) days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Rights Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Rights Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Rights Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein (and may bear, at the option of the Company, the adjusted Purchase Price) and shall be registered in the names of the holders of record of Rights Certificates on the record date specified in the public announcement.

(j) Irrespective of any adjustment or change in the Purchase Price or the number of one one-hundredths of a share of Preferred Stock issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price per one one-hundredth of a share and the number of one one-hundredths of a share which were expressed in the initial Rights Certificates issued hereunder.

(k) Before taking any action that would cause an adjustment reducing the Purchase Price below the then stated value, if any, of the number of one one-hundredths of a share of Preferred Stock issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of Preferred Stock at such adjusted Purchase Price.

(l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon

such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided , however , that the Company shall deliver to such holder a due bill or other appropriate instrument evidencing such holder's right to receive such additional shares (fractional or otherwise) or securities upon the occurrence of the event requiring such adjustment.

(m) Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that the Board of Directors of the Company, in its good faith judgment, shall determine to be advisable in order that any (i) consolidation or subdivision of the Preferred Stock, (ii) issuance wholly for cash of any shares of Preferred Stock at less than the current market price, (iii) issuance wholly for cash of shares of Preferred Stock or securities which by their terms are convertible into or exchangeable for shares of Preferred Stock, (iv) stock dividends or (v) issuance of rights, options or warrants referred to in this Section 11, hereafter made by the Company to holders of its Preferred Stock shall not be taxable to such stockholders.

(n) The Company covenants and agrees that it shall not, at any time after the Distribution Date, (i) consolidate with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), (ii) merge with or into any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), or (iii) sell or transfer (or permit any Subsidiary to sell or transfer), in one transaction, or a series of related transactions, assets, cash flow or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), if (x) at the time of or immediately after such consolidation, merger, sale or transfer there are any rights, warrants or other instruments or securities outstanding or agreements in effect which would substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights or (y) prior to, simultaneously with or immediately after such consolidation, merger, sale or transfer, the stockholders of the Person who constitutes, or would constitute, the "Principal Party" for purposes of Section 13(a) hereof shall have received a distribution of Rights previously owned by such Person or any of its Affiliates and Associates.

(o) The Company covenants and agrees that, after the Distribution Date, it will not, except as permitted by Section 23, Section 24 or Section 27 hereof, take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

(p) In the event that the Company shall at any time after the Rights Dividend Declaration Date and prior to the Distribution Date (i) declare a dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding shares of Common Stock into a smaller number of shares, the number of Rights associated with each share of Common Stock then outstanding, or issued or delivered thereafter but prior to the Distribution Date, shall be proportionately adjusted so that the number of Rights thereafter associated with each share of Common Stock following any such event shall equal the result obtained by multiplying the number of Rights associated with each share of Common Stock immediately prior to such event by a fraction the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to the occurrence of the event and the denominator of which shall be the total number of shares of Common Stock outstanding immediately following the occurrence of such event.

Section 12. Certificate of Adjusted Purchase Price or Number of Shares.

Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, and with

each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate. Notwithstanding the foregoing sentence, the failure of the Company to make such certificate or give such notice shall not affect the validity or the force or effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section 11 or Section 13 shall be effective as of the date of the event giving rise to such adjustment.

Section 13. Consolidation, Merger or Sale or Transfer of Assets, Cash Flow or Earning Power.

(a) In the event that, following the Stock Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, or the Company shall effect a statutory share exchange with the outstanding shares of Common Stock being exchanged for stock or other securities of any Person, cash or property, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or a series of related transactions, assets, cash flow or earning power aggregating more than 50% of the assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which complies with Section 11(o) hereof) (any event described in clauses (x), (y) or (z) of this Section 13(a) following the Stock Acquisition Date, a "Section 13 Event"), then, and in each such case, proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of a number of one one-hundredths of a share of Preferred Stock, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable shares of Common Stock of the Principal Party (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (l) multiplying the then current Purchase Price by the number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current market price (determined pursuant to Section 11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as

nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.

(b) "Principal Party" shall mean:

(i) in the case of any transaction described in clause (x) or (y) of the first sentence of Section 13(a), the Person that is the issuer of any securities into which shares of Common Stock of the Company are converted in such merger, consolidation or share exchange, and if no securities are so issued, the Person that is the other party to such merger, consolidation or share exchange; and

(ii) in the case of any transaction described in clause (z) of the first sentence of Section 13(a), the Person that is the party receiving the greatest portion of the assets, cash flow or earning power transferred pursuant to such transaction or transactions;

provided , however , that in any such case, (1) if the Common Stock of such Person is not at such time and has not been continuously over the preceding twelve (12) month period registered under Section 12 of the Exchange Act, and such Person is a direct or indirect Subsidiary of another Person the Common Stock of which is and has been so registered, "Principal Party" shall refer to such other Person; and (2) in case such Person is a Subsidiary, directly or indirectly, of more than one Person, the Common Stock of two or more of which are and have been so registered, "Principal Party" shall refer to whichever of such Persons is the issuer of the Common Stock having the greatest aggregate market value.

(c) The Company shall not consummate any such consolidation, merger, exchange, sale or transfer unless the Principal Party shall have a sufficient number of authorized shares of its Common Stock which have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 13 and unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in paragraphs (a) and (b) of this Section 13 and further providing that, as soon as practicable after the date of any consolidation, merger, exchange, sale or transfer of assets mentioned in paragraph (a) of this Section 13, the Principal Party will:

(i) prepare and file a registration statement under the Act, with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and will use its reasonable best efforts to cause such registration statement to (A) become effective as soon as practicable after such filing and (B) remain effective (with a prospectus at all times meeting the requirements of the Act) until the Expiration Date;

(ii) deliver to holders of the Rights historical financial statements for the Principal Party and each of its Affiliates which comply in all respects with the requirements for registration on Form 10 under the Exchange Act (whether or not the Principal Party would otherwise be required to file such Form);

(iii) use its reasonable best efforts, if the Common Stock of the Principal Party shall be listed or admitted to trading on the Nasdaq or on a national securities exchange, to list or admit to trading the Rights and the securities purchasable upon exercise of the Rights on the Nasdaq or such securities exchange; and

(iv) obtain waivers of any rights of first refusal or preemptive rights in respect of the Common Stock of the Principal Party subject to purchase upon exercise of outstanding rights.

(d) The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. In the event that a Section 13 Event shall occur at any time after the

occurrence of a Section 11(a)(ii) Event, the Rights which have not theretofore been exercised shall thereafter become exercisable in the manner described in Section 13(a).

(e) In no event shall the Rights Agent have any liability in respect of any such Principal Party transactions, including, without limitation, the propriety thereof. The Rights Agent may rely and be fully protected in relying upon a certificate of the Company stating that the provisions of this Section 13 have been fulfilled. The Rights Agent shall not be obligated to enter into any supplemental agreement referenced in Section 13(c) if such supplemental agreement would change or increase the duties, liabilities or obligations of the Rights Agent hereunder.

Section 14. Fractional Rights and Fractional Shares.

(a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported to the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by Nasdaq or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.

(b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock). Fractions of shares of Preferred Stock in integral multiples of one one-hundredth of a share may, at the election of the Company, be evidenced by depositary receipts pursuant to an appropriate agreement between the Company and a depositary selected by it; provided , however , that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the shares represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of one one-hundredth of a share of Preferred Stock, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredth of a share of Preferred Stock. For purposes of this Section 14(b), the current market value of one one-hundredth of a share of Preferred Stock shall be one one-hundredth of the closing price of a share of Preferred Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.

(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates which

evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one share of Common Stock. For purposes of this Section 14(c), the current market value of one share of Common Stock shall be the closing price of one share of Common Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.

(d) The holder of a Right by the acceptance of the Rights expressly waives such holder's right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14.

Section 15. Rights of Action.

All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to the terms of this Agreement, are vested in the respective registered holders of the Rights Certificates (and, prior to the Distribution Date, the registered holders of the Common Stock); and any registered holder of any Rights Certificate (or, prior to the Distribution Date, of the Common Stock), without the consent of the Rights Agent or of the holder of any other Rights Certificate (or, prior to the Distribution Date, of the Common Stock), may, in such holder's own behalf and for such holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, such holder's right to exercise the Rights evidenced by such Rights Certificate in the manner provided in such Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement.

Section 16. Agreement of Rights Holders.

Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every holder of a Right that:

(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of Common Stock;

(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates fully executed;

(c) subject to Section 6(a), Section 7(e) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificates or the associated Common Stock certificates made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be required to be affected by any notice to the contrary; and

(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree, judgment or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority,

prohibiting or otherwise restraining performance of such obligation; provided , however , the Company must use reasonable efforts to have any such order, decree, judgment or ruling lifted or otherwise overturned as soon as possible.

Section 17. Rights Certificate Holder Not Deemed a Stockholder.

No holder, as such, of any Rights Certificate shall be entitled to vote, receive dividends or be deemed for any purpose to be the holder of the number of one one-hundredths of a share of Preferred Stock or any other securities of the Company which may at any time be issuable upon the exercise of the Rights represented thereby, nor shall anything contained herein or in any Rights Certificate be construed to confer upon the holder of any Rights Certificate, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in Section 25 hereof), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Rights Certificate shall have been exercised in accordance with the provisions hereof.

Section 18. Concerning the Rights Agent.

(a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder.

(b) The Rights Agent shall be authorized and protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its acceptance and administration of this Agreement in reliance upon any Rights Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, and executed by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20.

Section 19. Merger or Consolidation or Change of Name of Rights Agent.

(a) Any Person into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any Person succeeding to all or substantially all the stock transfer business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided , however , that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at the time any of the Rights Certificates shall not have been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.

(b) In case at any time the name of the Rights Agent shall be changed, and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case, at that time, any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.

Section 20. Duties of Rights Agent.

The Rights Agent undertakes only the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Rights Certificates, by their acceptance thereof, shall be bound:

(a) The Rights Agent may consult with legal counsel (who may be legal counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion.

(b) Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter (including, without limitation, the identity of any Acquiring Person and the determination of "current market price") be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate.

(d) The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Rights Certificates or be required to verify the same (except as to its countersignature on such Rights Certificates), but all such statements and recitals are and shall be deemed to have been made by the Company only.

(e) The Rights Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Rights Agent) or in respect of the validity or execution of any Rights Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights Certificate; nor shall it be responsible for any adjustment required under the provisions of Section 11, Section 13 or Section 24 hereof or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights evidenced by Rights Certificates after the Rights Agent's receipt of actual notice of any such adjustment); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock or Preferred Stock to be issued pursuant to this Agreement or any Rights Certificate or as to whether any shares of Common Stock or Preferred Stock will, when so issued, be validly authorized and issued, fully paid and nonassessable.

(f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement.

(g) The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer of the Company, and to apply to such officers for advice or instructions in

connection with its duties, and it shall incur no liability for or in respect of any action taken, suffered or omitted by it in good faith in accordance with instructions of any such officer.

(h) The Rights Agent and any stockholder, director, Affiliate, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other Person.

(i) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct; provided , however , that reasonable care was exercised in the selection and the continued employment thereof.

(j) No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

(k) If, with respect to any Rights Certificate surrendered to the Rights Agent for exercise or transfer, the certificate attached to the form of assignment or form of election to purchase, as the case may be, has either not been completed or indicates an affirmative response to clause 1 and/or 2 thereof, the Rights Agent shall not take any further action with respect to such requested exercise or transfer without first consulting with the Company.

Section 21. Change of Rights Agent.

The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon thirty (30) days' notice in writing mailed to the Company by registered or certified mail. The Company may remove the Rights Agent or any successor Rights Agent upon thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, by registered or certified mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit such holder's Rights Certificate for inspection by the Company), then the Rights Agent (at the Company's expense) or any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (i) a Person organized and doing business under the laws of the United States or of the State of Delaware or the State of New York (or of any other state of the United States so long as such Person is authorized to do business in the State of Delaware or the State of New York), in good standing, having an office or agency in the State of New York or the State of Delaware, which is authorized under such laws to exercise stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further reasonable assurance, conveyance, act or deed necessary for the purpose. Not later than the

effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21 or any defect therein shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Section 22. Issuance of New Rights Certificates.

Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded prior to the Distribution Date, or upon the exercise, conversion or exchange of securities hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing an appropriate number of Rights in connection with such issuance or sale; provided , however , that (i) no such Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Section 23. Redemption and Termination.

(a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.

(b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of

the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The failure to give, or any defect in, such notice shall not affect the validity of such redemption. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made.

Section 24. Exchange.

(a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50%) or more of the Common Stock then outstanding.

(b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of any such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any exchange; provided , however , that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange will be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights.

(c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or equivalent preferred stock, as such term is defined in paragraph (b) of Section 11 hereof) for shares of Common Stock exchangeable for Rights, at the initial rate of one one-hundredth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock.

(d) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such actions as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights.

(e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock shall

be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Section 25. Notice of Certain Events.

(a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular periodic cash dividend out of the earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or a series of related transactions, of more than 50% of the assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of a Rights Certificate and to the Rights Agent, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least twenty (20) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, whichever shall be the earlier.

(b) In case a Section 11(a)(ii) Event shall occur, then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Rights Certificate and to the Rights Agent, to the extent feasible and in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Section 26. Notices.

Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Rights Certificate to or on the Company shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows:

Edwards Lifesciences Corporation
17221 Red Hill Avenue
Irvine, California 92614
Attention: General Counsel

Subject to the provisions of Section 21, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Rights Certificate to or on the Rights Agent shall be

sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Company) as follows:

Equiserve Trust Company, N.A.
525 Washington Blvd.
3 ^rd Floor
Jersey City, NJ 07310
Attention: Mike Duncan

Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Rights Certificate (or, if prior to the Distribution Date, to the holder of certificates representing shares of Common Stock) shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.

Section 27. Supplements and Amendments.

Prior to the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which in the opinion of the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided , this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Section 28. Successors.

All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

Section 29. Determination and Actions by the Board of Directors, etc.

For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(l)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, but not limited to, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing)

which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other Persons, and (y) not subject the Board of Directors of the Company to any liability to the holders of the Rights.

Section 30. Benefits of this Agreement.

Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Date, registered holders of the Common Stock) any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Date, registered holders of the Common Stock).

Section 31. Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided , however , that notwithstanding anything in this Agreement to the contrary, if any such term, provision, covenant or restriction is held by such court or authority to be invalid, void or unenforceable and the Board of Directors of the Company determines in its good faith judgment that severing the invalid language from this Agreement would adversely affect the purpose or effect of this Agreement, the right of redemption set forth in Section 23 hereof shall be reinstated and shall not expire until the Close of Business on the tenth day following the date of such determination by the Board of Directors of the Company.

Section 32. Governing Law.

This Agreement, each Right and each Rights Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State.

Section 33. Counterparts.

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

Section 34. Descriptive Headings.

Descriptive headings of the several Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

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

		EDWARDS LIFESCIENCES CORPORATION
		By:		/s/ BRUCE P. GARREN Name: Bruce P. Garren Title: Corporate Vice President, General Counsel and Secretary
		EQUISERVE TRUST COMPANY, N.A., AS RIGHTS AGENT
		By:		/s/ MICHAEL S. DUNCAN Name: Michael S. Duncan Title: Director, Corporate Actions

Exhibit A

FORM OF

CERTIFICATE OF DESIGNATIONS

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

EDWARDS LIFESCIENCES CORPORATION

Pursuant to Section 151 of the

Delaware General Corporation Act

Section 2. Dividends and Distributions.

Preferred Stock. In the event the Corporation shall at any time after March 10, 2000 (the "Rights Declaration Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided , however , that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior to and superior to the shares of Series A Preferred Stock with respect to dividends, a dividend of $.01 per share on the Series A Preferred Stock shall nevertheless by payable on such subsequent Quarterly Dividend Payment Date.

Section 3. Voting Rights.

The holders of shares of Series A Preferred Stock shall have the following voting rights:

(C) (i) If at any time dividends on any Series A Preferred Stock shall be in arrears in an amount equal to six (6) quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a "default period") which shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Series A Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, all holders of Preferred Stock (including holders of the Series A Preferred Stock) with dividends in arrears in an amount equal to six (6) quarterly dividends thereon, voting as a class, irrespective of series, shall have the right to elect two (2) Directors.

Section 4. Certain Restrictions.

consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

Section 5. Reacquired Shares.

Section 6. Liquidation, Dissolution or Winding Up.

Section 7. Consolidation, Merger, etc.

In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of capital stock, securities, cash and/or any other property (payable in kind), as the case may be, for which or into which each share of Common Stock is exchanged or changed. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 8. No Redemption.

The shares of Series A Preferred Stock shall not be redeemable.

Section 9. Ranking.

Section 10. Amendment.

Section 11. Fractional Shares.

Exhibit B

[Form of Rights Certificate]

Certificate No. R-

Rights

NOT EXERCISABLE AFTER MARCH 31, 2010 OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER RIGHT, AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.](1)

(1): The portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence.

RIGHTS CERTIFICATE

Edwards Lifesciences Corporation

This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of March 31, 2000 (the "Rights Agreement"), between Edwards Lifesciences Corporation, a Delaware corporation (the "Company"), and Equiserve Trust Company, N.A. (the "Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M. (New York time) on March 31, 2010 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Junior Participating Preferred Stock, par value $.01 per share (the "Preferred Stock"), of the Company, at a purchase price of $80 per one one-hundredth of a share (the "Purchase Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of March 31, 2000, based on the Preferred Stock as constituted at such date. The Company reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued.

Upon the occurrence of a Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person or an Affiliate or Associate of such Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Section 11(a)(ii) Event.

As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events.

This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Company.

This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised.

Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may, in each case at the option of the Company, be (i) redeemed by the Company at its option at a

redemption price of $.01 per Right or (ii) exchanged in whole or in part for shares of Common Stock or other securities of the Company. Immediately upon the action of the Board of Directors of the Company authorizing redemption, the Rights will terminate and the only right of the holders of Rights will be to receive the redemption price.

No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement.

No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement.

This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned manually by an authorized signatory of the Rights Agent.

WITNESS the facsimile signature of the proper officers of the Company and its corporate seal.

Dated as of ,

ATTEST:	EDWARDS LIFESCIENCES CORPORATION
	By:
Secretary		Name: Title:
Countersigned:
Date:
EQUISERVE TRUST COMPANY, N.A.
, as Rights Agent

By:
		Authorized Signatory

[Form of Reverse Side of Rights Certificate]

FORM OF ASSIGNMENT

(To be executed by the registered holder if such

holder desires to transfer the Rights Certificate.)

FOR VALUE RECEIVED

hereby sells, assigns and transfers unto

(Please print name and address of transferee)

this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution.

Dated: ,

Signature

Signature Guaranteed:

Certificate

The undersigned hereby certifies by checking the appropriate boxes that:

(1) this Rights Certificate is is not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined pursuant to the Rights Agreement);

(2) after due inquiry and to the best knowledge of the undersigned, it did did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of an Acquiring Person.

Dated: ,

Signature

Signature Guaranteed:

NOTICE

The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.

FORM OF ELECTION TO PURCHASE

(To be executed if holder desires to exercise Rights represented by the Rights Certificate.)

TO: EDWARDS LIFESCIENCES CORPORATION

The undersigned hereby irrevocably elects to exercise Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares (or other securities) be issued in the name of and delivered to:

Please insert social security
or other identifying number:

(Please print name and address)

If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to:

Please insert social security
or other identifying number:

(Please print name and address)

Dated: ,

Signature

Signature Guaranteed:

Certificate

The undersigned hereby certifies by checking the appropriate boxes that:

(1) the Rights evidenced by this Rights Certificate are are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined pursuant to the Rights Agreement);

(2) after due inquiry and to the best knowledge of the undersigned, it did did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person.

Dated: ,

Signature

Signature Guaranteed:

NOTICE

The signature to the foregoing Election to Purchase and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.

Exhibit C

SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK

On March 10, 2000, the Board of Directors of Edwards Lifesciences Corporation (the "Company") declared a dividend distribution of one Right for each outstanding share of the Company's common stock, par value $1.00 per share ("Common Stock"), to stockholders of record at the Close of Business on March 31, 2000. Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-hundredth of a share (a "Unit") of Series A Junior Participating Preferred Stock, par value $.01 per share (the "Preferred Stock"), at a Purchase Price of $80 per Unit, subject to adjustment. The following is a summary description of the Rights and is qualified in its entirety by the Rights Agreement (the "Rights Agreement") dated as of March 31, 2000 between the Company and Equiserve Trust Company, N.A., as Rights Agent.

Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights certificates will be distributed. The Rights will separate from the Common Stock and the Distribution Date will occur upon the earlier of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of Common Stock (the "Stock Acquisition Date") or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group becomes an Acquiring Person) following the commencement of a tender offer or exchange offer which, if consummated, would result in a person or group beneficially owning 15% or more of the outstanding shares of Common Stock.

Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after March 31, 2000, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued.

The Rights are not exercisable until the Distribution Date and will expire at the Close of Business on March 31, 2010, unless earlier redeemed by the Company as described below.

As soon as practicable after the Distribution Date, Rights certificates will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and, thereafter, the separate Rights certificates alone will represent the Rights. Except as otherwise provided in the Rights Agreement, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights.

In the event that, at any time following the Distribution Date, a person or group becomes an Acquiring Person, each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock having a value equal to two times the exercise price of the Right. If an insufficient number of shares of Common Stock is authorized for issuance, then the Board would be required to substitute cash, property or other securities of the Company for the Common Stock. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth in this paragraph until such time as the Rights are no longer redeemable by the Company as set forth below.

For example, at an exercise price of $80 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its

holder to purchase $160 worth of Common Stock (or other consideration, as noted above) for $80. Assuming that the Common Stock had a per share value of $40 at such time, the holder of each valid Right would be entitled to purchase 4 shares of Common Stock for $80.

In the event that, at any time following the Stock Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction in which the Company is not the surviving corporation, (ii) the Company is acquired in a merger or other business combination transaction in which the Company is the surviving corporation and all or part of the Common Stock is converted into securities of another entity, cash or other property, or (iii) 50% or more of the Company's assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events."

The purchase price payable, and the number of Units of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) if holders of the Preferred Stock are granted certain rights, options or warrants to subscribe for Preferred Stock or convertible securities at less than the current market price of the Preferred Stock, or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends) or of subscription rights or warrants (other than those referred to above).

With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. No fractional Units will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading day prior to the date of exercise.

At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one-hundredth of a share of Preferred Stock (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment).

In general, the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (subject to adjustment and payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors) at any time until ten days following the Stock Acquisition Date. Immediately upon the action of the Board of Directors authorizing any redemption, the Rights will terminate and the only right of the holders of Rights will be to receive the redemption price.

Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not result in the recognition of taxable income by stockholders or the Company, stockholders may, depending upon the circumstances, recognize taxable income after a Triggering Event.

The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights.

A copy of the Rights Agreement is available free of charge from the Company. This description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference.

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RIGHTS CERTIFICATE Edwards Lifesciences Corporation
FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate.)

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Exhibit 10.1

EDWARDS LIFESCIENCES CORPORATION

3.875% Convertible Senior Debentures due 2033

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this " Agreement ") is made and entered into as of May 9, 2003, by and between Edwards Lifesciences Corporation, a Delaware corporation (the " Company "), and J.P. Morgan Securities Inc., as representative (the " Representative ") of the initial purchasers (the " Initial Purchasers "), pursuant to the Purchase Agreement (the " Purchase Agreement "), dated as of May 6, 2003, between the Company and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.

1. Certain Definitions.

For purposes of this Agreement, the following terms shall have the following meanings:

(a) " Affiliate " means, with respect to any specified Person, an "affiliate" as defined in Rule 144 (as such Rule is in effect on the date of this Agreement) of such Person.

(b) " Agreement " has the meaning specified in the first paragraph of this Agreement.

(c) " Applicable Conversion Price " means, as of any date of determination, the Conversion Price in effect as of such date of determination or, if no Debentures are then outstanding, the Conversion Price that would be in effect were Debentures then outstanding.

(d) " Business Day " means any day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York are authorized or required by law, regulation or executive order to close.

(e) " Change in Control Purchase Date " has the meaning set forth in the Indenture.

(f) " Change in Control Purchase Price " has the meaning set forth in the Indenture.

(g) " Closing Date " means May 9, 2003.

(h) " Commission " means the Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.

(i) " Company " has the meaning specified in the first paragraph of this Agreement.

(j) " Conversion Price " shall have the meaning assigned such term in the Indenture.

(k) " Debentures " means the Company's 3.875% Convertible Senior Debentures due 2033 issued under the Indenture.

(l) " Deferral Notice " has the meaning assigned thereto in Section 3(b).

(m) " Deferral Period " has the meaning assigned thereto in Section 3(b).

(n) " Effective Period " has the meaning assigned thereto in Section 2(a).

(o) " Exchange Act " means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(p) " Holder " means each registered holder, from time to time, of Registrable Securities (including the Initial Purchasers).

(q) " Indenture " means the Indenture, dated as of May 9, 2003, between the Company and JPMorgan Chase Bank, as Trustee, pursuant to which the Debentures are being issued.

(r) " Initial Placement " means the sale of the Securities by the Company to the Initial Purchasers pursuant to the terms of the Purchase Agreement.

(s) " Initial Purchasers " has the meaning specified in the first paragraph of this Agreement.

(t) " Liquidated Damages " has the meaning assigned thereto in Section 2(e).

(u) " Liquidated Damages Payment Date " has the meaning assigned thereto in Section 2(e) of this Agreement.

(v) " Losses " has the meaning assigned thereto in Section 6(d).

(w) " Material Event " has the meaning assigned thereto in Section 3(b).

(x) " Majority Holders " shall mean, on any date, Holders of the majority of the Shares constituting Registrable Securities; for the purposes of this definition, Holders of Debentures constituting Registrable Securities shall be deemed to be the Holders of the number of Shares into which such Debentures are or would be convertible as of such date.

(y) " NASD " shall mean the National Association of Securities Dealers, Inc.

(z) " NASD Rules " shall mean the Conduct Rules and the By-Laws of the NASD.

(aa) " Notice and Questionnaire " means a written notice signed and completed by the applicable Holder and delivered to the Company in substantially the same form and containing all of the information called for by the form of selling securityholder notice and questionnaire attached as Annex A to the Offering Memorandum.

(bb) " Notice Holder " means, on any date, any Holder that has delivered a Notice and Questionnaire to the Company and has provided the Company with any additional information required to be provided pursuant to Section 4 of this Agreement on or prior to such date; provided that a Holder shall cease to be a Notice Holder at such time as such Holder no longer holds Registrable Securities.

(cc) " Offering Memorandum " means the Offering Memorandum, dated May 6, 2003, relating to the offer and sale of the Securities.

(dd) " Person " means a corporation, association, partnership, limited liability company, trust, business, individual, government or political subdivision thereof or governmental agency.

(ee) " Prospectus " means the prospectus included in any Shelf Registration Statement, as amended or supplemented by any amendment or supplement, including post-effective amendments, and all materials incorporated by reference or deemed to be incorporated by reference in such Prospectus.

(ff) " Purchase Agreement " has the meaning specified in the first paragraph of this Agreement

(gg) " Purchase Date " has the meaning set forth in the Indenture.

(hh) " Purchase Price " has the meaning set forth in the Indenture.

(ii) " Redemption Date " has the meaning set forth in the Indenture.

(jj) " Redemption Price " has the meaning set forth in the Indenture.

(kk) " Registrable Securities " means the Securities; provided , however , that any Securities shall cease to be Registrable Securities upon the earliest of the following: (i) a registration statement registering such Securities under the Securities Act has been declared or becomes effective and such Securities have been sold or otherwise transferred by the Holder or owner thereof pursuant to such effective registration statement; (ii) such Securities are sold or otherwise transferred to the public pursuant to Rule 144; (iii) expiration of the holding period that would be applicable to such Securities under Rule 144(k) assuming they were not held by an Affiliate of the Company; or (iv) such Securities shall cease to be outstanding (including, in the case of the Debentures, upon conversion into Shares).

(ll) " Registration Default " has the meaning assigned thereto in Section 2(e).

(mm) " Registration Expenses " has the meaning assigned thereto in Section 5.

(nn) " Representative " has the meaning set forth in the first paragraph of this Agreement.

(oo) " Rule 144 ," " Rule 405 " and " Rule 415 " means, in each case, such rule as promulgated under the Securities Act and any successor to such rule.

(pp) " Securities " means, collectively, the Debentures and the Shares.

(qq) " Securities Act " means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(rr) " Shares " means the shares of common stock of the Company, par value $1.00 per share, into which the Debentures are convertible or that have been issued upon conversion of Debentures into such common stock of the Company.

(ss) " Shelf Registration Statement " means the shelf registration statement referred to in Section 2(a), and any subsequent shelf registration statement filed by the Company for purposes of registering the resale of any or all of the Registrable Securities, in each case as amended or supplemented by any amendment or supplement, including post-effective amendments, and all materials incorporated by reference or deemed to be incorporated by reference in such Shelf Registration Statement.

(tt) " Staff " means the staff of the Commission.

(uu) " Trust Indenture Act " means the Trust Indenture Act of 1939, as amended or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time.

(vv) " Trustee " shall have the meaning assigned such term in the Indenture.

Unless the context otherwise requires, any reference herein to a "Section" or "clause" refers to a Section or clause, as the case may be, of this Agreement, and the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision. Unless the context otherwise requires, any reference to a statute, rule or regulation refers to the same (including any successor statute, rule or regulation thereto) as it may be amended from time to time.

2. Registration Under the Securities Act.

(a) The Company agrees to use its reasonable best efforts to file under the Securities Act no later than the 90th day after the Closing Date, a shelf registration statement providing for the registration of, and the sale on a continuous or delayed basis by the Holders of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission. Anything in this Agreement to the contrary notwithstanding, in no event shall the method of distribution of any Registrable Securities take the form of an underwritten offering

without the prior written agreement of the Company. The Company agrees to use commercially reasonable efforts to cause the Shelf Registration Statement to become or be declared effective under the Securities Act not later than the 180th day after the Closing Date, and, subject to the rights of the Company under Section 3(b) to create a Deferral Period, to use commercially reasonable efforts to keep such Shelf Registration Statement effective until the earlier of (i) the second anniversary of the Closing Date and (ii) such time as there are no longer any Registrable Securities outstanding (the " Effective Period "). None of the Company's securityholders (other than Holders of Registrable Securities who have provided to the Company a Notice and Questionnaire as provided in this Agreement and complied with the other applicable provisions of this Agreement) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

(b) The Company further agrees that it shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, to comply in all material respects with the applicable requirements of the Securities Act. If the Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during the Effective Period (other than because all Registrable Securities registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Company shall, subject to the rights of the Company under Section 3(b) to create a Deferral Period, use commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof or file one or more additional Shelf Registration Statements covering all or any of the Registrable Securities.

(c) The Company shall supplement and amend the Shelf Registration Statement and the related Prospectus if required by the Securities Act or instructions applicable to the registration form used by the Company for such Shelf Registration Statement.

(d) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to the Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d), Section 3(b) and Section 4 and, without limiting the foregoing, it will comply with all of the other provisions of this Agreement applicable to such Holder. Each Holder of Registrable Securities wishing to include Registrable Securities in the Shelf Registration Statement and to sell Registrable Securities pursuant to the Shelf Registration Statement and related Prospectus must deliver a Notice and Questionnaire to the Company at least five (5) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective, the Company shall, as promptly as is reasonably practicable after the date a Notice and Questionnaire is delivered by a Holder of Registrable Securities, together with any other information that such Holder is required to provide pursuant to Section 4 of this Agreement, (i) file with the Commission a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated or deemed to be incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement or the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities (subject to the rights of the Company under Section 3(b) to create a Deferral Period) in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use commercially reasonable efforts to cause such post-effective amendment, if any, to be declared effective under the Securities Act as promptly as reasonably practicable; (ii) provide such Holder copies of the Prospectus naming such Holder as a selling securityholder; and (iii) notify such Holder as promptly as reasonably

practicable after the effectiveness under the Securities Act of any post-effective amendment, if any, filed pursuant to Section 2(d)(i) to include such Holder in the Shelf Registration Statement or such Prospectus; provided that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above as promptly as reasonably practicable upon expiration of the Deferral Period in accordance with Section 3(b) of this Agreement. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Shelf Registration Statement or related Prospectus; provided , however , that any Holder that becomes a Notice Holder pursuant to the provisions of this Section 2(d) (whether or not such Holder was a Notice Holder at the time the Shelf Registration Statement was declared effective) shall be named as a selling securityholder in the Shelf Registration Statement or related Prospectus in accordance with the requirements of this Section 2(d). In the event that a Holder delivers a Notice and Questionnaire to the Company after effectiveness of the initial Shelf Registration Statement and the Company subsequently files a post-effective amendment to the Shelf Registration Statement in order to permit such Notice Holder to be named as a selling securityholder in the Shelf Registration Statement and the related Prospectus and to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities, then, anything in this Agreement to the contrary notwithstanding, the Company shall have no liability as a result of any delay in such post-effective amendment being declared effective under the Securities Act, except for a failure by the Company to use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act.

(e) If any of the following events (any such event a " Registration Default ") shall occur and be continuing, then liquidated damages (the " Liquidated Damages ") shall become payable, in the case of clauses (i) and (ii) below, to Holders of Registrable Securities and, in the case of clause (iii) below, after the Shelf Registration Statement has been declared effective by the Commission, to Notice Holders who hold Registrable Securities and who are named as selling securityholders in the Prospectus, in respect of the Registrable Securities as follows:

(i) if the Shelf Registration Statement is not filed with the Commission on or prior to the 90th day following the Closing Date, then commencing on the 91 ^st day after the Closing Date, Liquidated Damages shall accrue on the principal amount of the outstanding Debentures that are Registrable Securities and on the Applicable Conversion Price of any outstanding Shares that are Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such 91 ^st day and at a rate of 0.50% per annum thereafter; or

(ii) if the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day following the Closing Date, then commencing on the 181 ^st day after the Closing Date, Liquidated Damages shall accrue on the principal amount of the outstanding Debentures that are Registrable Securities and on the Applicable Conversion Price of any outstanding Shares that are Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such 181 ^st day and at a rate of 0.50% per annum thereafter; or

(iii) if the aggregate duration of Deferral Periods in any applicable three-month or twelve-month period exceeds the number of days permitted in respect of such period pursuant to Section 3(b) of this Agreement, then commencing on the day that the aggregate duration of Deferral Periods in such period exceeds the number of days permitted in respect of such period pursuant to Section 3(b), Liquidated Damages shall accrue on (A) the principal amount of the outstanding Debentures that (1) are Registrable Securities and (2) are owned by Notice Holders named as selling securityholders in the Shelf Registration Statement or the related Prospectus, and (B) on the Applicable Conversion Price of any outstanding Shares that (1) are Registrable Securities and (2) are owned by Notice Holders named as selling

securityholders in the Shelf Registration Statement or the related Prospectus, at a rate of 0.25% per annum for the first 90 days from and including the date on which the aggregate duration of Deferral Periods in such period exceeds the number of days permitted in respect of such period pursuant to Section 3(b) hereof and at a rate of 0.50% per annum thereafter;

provided , however , that the rate per annum at which Liquidated Damages are payable shall in no event exceed 0.50% per annum in the aggregate and Liquidated Damages shall not be payable under more than one clause above for any given period of time, except that if Liquidated Damages would be payable under more than one clause above, but at a rate of 0.25% per annum under one clause and at a rate of 0.50% per annum under the other, then the Liquidated Damages rate shall be the higher rate of 0.50% per annum; provided further , however , that (1) upon the filing of the Shelf Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the Shelf Registration Statement (in the case of clause (ii) above), or (3) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(b) of this Agreement to be exceeded (in the case of clause (iii) above), Liquidated Damages payable on the Registrable Securities as a result of such clause shall cease to accrue. For the avoidance of doubt, Liquidated Damages shall accrue from and including the date on which a Registration Default occurs to, but excluding, the date on which such Registration Default is cured or ceases to exist. Anything in this Agreement to the contrary notwithstanding, (w) Liquidated Damages shall not be payable in respect of any Securities that are not Registrable Securities (and a Notice Holder's right to receive, and the Company's obligation to pay, Liquidated Damages, if any, in respect of any Securities will terminate when such Securities cease to be Registrable Securities); (x) no Liquidated Damages shall be payable pursuant to clause (iii) above unless and until the Shelf Registration Statement shall have been declared effective by the Commission; (y) no Liquidated Damages shall be payable pursuant to clause (iii) above in respect of any Notice Holder's Registrable Securities unless and until such time as (i) such Notice Holder has been named as a selling securityholder in the Shelf Registration Statement or the related Prospectus with respect to such Registrable Securities (unless the failure of such Notice Holder to be named as a selling securityholder in the Shelf Registration Statement or the related Prospectus results from a breach by the Company of its obligations under this Agreement) and (ii) if required by the Securities Act or by any applicable no-action letter or telephone interpretation of the Staff or by comments from the Staff, a post-effective amendment filed by the Company to the Shelf Registration Statement to name such Notice Holder as a selling securityholder in the Shelf Registration Statement or the related Prospectus shall have been declared effective by the Commission (unless the failure of any such post-effective amendment to be declared effective results from the failure by the Company to use commercially reasonable efforts to cause the post-effective amendment to be declared effective by the Commission); and (z) the Company shall not be obligated to pay any Liquidated Damages as of any date or for any period subsequent to the Effective Period.

Accrued and unpaid Liquidated Damages on the Securities, if any, will be payable in cash on May 15 and November 15 of each year (the " Liquidated Damages Payment Date ") to holders of record of outstanding Registrable Securities on the immediately preceding May 1 or November 1, as the case may be; provided , however , that if any Debentures are called for redemption on a Redemption Date or are surrendered for repurchase by the Company at the option of the Holders on a Purchase Date or Change in Control Purchase Date, and if such Redemption Date, Purchase Date or Change in Control Purchase Date is not a Liquidated Damages Payment Date, then accrued and unpaid Liquidated Damages on the principal amount of Debentures being so redeemed or repurchased shall be paid to the Persons entitled to receive the Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be. If any Liquidated Damages Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest

or additional Liquidated Damages will accrue on that payment for the period from and after the Liquidated Damages Payment Date to the date of that payment on such next succeeding Business Day. The Company may, at its option, pay Liquidated Damages by check mailed to the registered addresses of the Persons entitled thereto or by wire transfer to a bank account maintained by or on behalf of the payee. For purposes of computing the amount of Liquidated Damages payable on any Liquidated Damages Payment Date in respect of any Shares that are Registrable Securities, the Applicable Conversion Price shall be determined as of the May 1 or November 1, as the case may be, immediately preceding such Liquidated Damages Payment Date and such Applicable Conversion Price shall be deemed to have been in effect on each day of the period as to which the Liquidated Damages payable on such Liquidated Damages Payment Date are being calculated or, if Liquidated Damages shall be payable on any date that is not a Liquidated Damages Payment Date, then the Applicable Conversion Price shall be determined as of the 15th calendar day (whether or not a Business Day) immediately preceding such payment date and such Applicable Conversion Price shall be deemed to have been in effect on each day of the period as to which the Liquidated Damages payable on such payment date are being calculated. On such date as all Registration Defaults requiring the payment of Liquidated Damages by the Company to the Holders of Registrable Securities pursuant to this Section shall have been cured or shall cease to exist, the accrual of Liquidated Damages will cease (without in any way limiting the effect of any subsequent Registration Default requiring the payment of Liquidated Damages by the Company). Liquidated Damages shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

The Trustee shall be entitled, on behalf of Holders of Securities, to seek any available remedy for the enforcement of this Agreement, including for the payment of any Liquidated Damages. Anything in this Agreement to the contrary notwithstanding, the sole and exclusive remedy of a Holder of Registrable Securities with respect to any Registration Default shall be Liquidated Damages set forth in this Section 2(e).

The parties hereto agree that the Liquidated Damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of the Shelf Registration Statement to be filed or declared effective or available for effecting resales of Registrable Securities in accordance with the provisions hereof.

3. Registration Procedures.

The following provisions shall apply to the Shelf Registration Statement filed pursuant to Section 2:

(a) The Company shall:

(i) prepare and file with the Commission a registration statement with respect to the shelf registration on any form which may be utilized by the Company and which shall permit the disposition of the Registrable Securities in accordance with the intended method or methods thereof, as specified in writing by the Holders of the Registrable Securities (provided, however, that such method or method of distribution shall not include an underwritten public offering unless the Company shall consent thereto in writing), and use commercially reasonable efforts to cause such registration statement to become effective in accordance with Section 2(a) above;

(ii) before filing any Shelf Registration Statement or Prospectus (other than any documents incorporated or deemed to be incorporated by reference in the Shelf Registration Statement or the Prospectus and other than amendments and supplements the sole purpose of which is to name additional selling securityholders or to change information with respect to selling securityholders) with the Commission, deliver, including, without limitation, delivery by fax, to the Representative copies of all such documents proposed to be filed and use

commercially reasonable efforts to reflect such comments as the Representative reasonably shall provide to the Company within two (2) Business Days of the delivery of such copies to the Representative;

(iii) subject to Section 3(b) of this Agreement, use commercially reasonable efforts to prepare and file with the Commission such amendments and post-effective amendments to the Shelf Registration Statement (other than documents incorporated or deemed to be incorporated by reference therein) and file with the Commission any other required document as may be necessary to keep such Shelf Registration Statement continuously effective until the expiration of the Effective Period; use commercially reasonable efforts to cause the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act if required by law; and use commercially reasonable efforts to comply with the provisions of the Securities Act applicable to it with respect to the disposition of all Securities covered by such Shelf Registration Statement during the Effective Period in accordance with the intended methods of disposition by the sellers thereof set forth in such Shelf Registration Statement as so amended or such Prospectus as so supplemented (provided, however, that such method or method of distribution shall not include an underwritten public offering unless the Company shall consent thereto in writing);

(iv) as promptly as reasonably practicable give notice to the Notice Holders of Registrable Securities (A) when such Shelf Registration Statement or the Prospectus included therein or any amendment or supplement to the Prospectus (other than documents incorporated or deemed to be incorporated by reference therein) or post-effective amendment has been filed with the Commission, and, with respect to such Shelf Registration Statement or any post-effective amendment, when the same has become effective, (B) of the issuance by the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement or the initiation or written threat of any proceedings for that purpose, which notice (solely in the case of the issuance of such a stop order) shall state that it constitutes as Deferral Notice (in accordance with Section 3(b) hereto), and (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or written threat of any proceeding for such purpose;

(v) subject to Section 3(b), prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to register or qualify (unless exempt from such registration or qualification) or cooperate with the Notice Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire); use commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effective Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other commercially reasonable acts or things necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the Shelf Registration Statement and the related Prospectus; provided , that the Company will not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject;

(vi) use commercially reasonable efforts to prevent the issuance of, and if issued, to obtain the withdrawal of any order suspending the effectiveness of the Shelf Registration Statement or any post-effective amendment thereto and to lift any suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in each case at the earliest practicable date or, if a Deferral Period is in effect, as promptly as reasonably practicable after the Deferral Period;

(vii) if reasonably requested by the Representative or any Notice Holder holding Registrable Securities, as promptly as reasonably practicable incorporate in a Prospectus supplement or post-effective amendment to the Shelf Registration Statement, or any documents incorporated or deemed to be incorporated by reference therein, such information as the Representative or such Notice Holder shall, on the basis of a written opinion of nationally-recognized counsel experienced in such matters (a copy of which shall be delivered to the Company), determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment, or any documents incorporated or deemed incorporated by reference therein; provided , that the Company shall not be required to take any actions under this Section 3(a)(vii) that are not, in the reasonable opinion of counsel for the Company, in compliance with applicable law or required to comply with applicable law;

(viii) during the Effective Period, deliver to each Notice Holder in connection with any sale of Registrable Securities pursuant to the Shelf Registration Statement, without charge, as many copies of the Prospectus relating to such Registrable Securities and any amendment or supplement thereto as such Notice Holder may reasonably request; and the Company hereby consents (except during such periods that a Deferral Notice is outstanding and has not been revoked) to the use of such Prospectus (as then amended or supplemented, if applicable) by each Notice Holder in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein;

(ix) comply with all applicable rules and regulations of the Commission and make generally available to its securityholders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 50 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after the effective date of the Shelf Registration Statement, which statements shall cover said 12-month periods;

(x) provide CUSIP numbers for all Registrable Securities covered by the Shelf Registration Statement not later than the effective date of such Shelf Registration Statement and provide the Trustee for the Debentures and the transfer agent for the Shares with certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust Company;

(xi) until the expiration of two years after the Closing Date, the Company will not, and will not permit any "affiliates" (as defined in Rule 144) of the Company that the Company controls to, and will use commercially reasonable efforts to cause its other "affiliates" (as so defined) not to, resell any of the Securities that have been reacquired by any of them except pursuant to an effective registration statement under the Securities Act; and

(xii) use commercially reasonable efforts to cause the Indenture to be qualified under the Trust Indenture Act in a timely manner.

(b) Upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Shelf Registration Statement, (B) the occurrence or existence of any event or any condition (a " Material Event ") as a result of which the Shelf Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any circumstances relating to the possible acquisitions or business combinations or other transactions, business developments or any other events or conditions that, in the sole and absolute discretion of the Company, makes it advisable to suspend the availability of the Shelf Registration Statement and the related Prospectus, the Company (i) will in the case of clause (B) above, subject to the third sentence of this paragraph, as promptly as reasonably practicable prepare and file a post-effective amendment to such Shelf Registration Statement or a supplement to the related Prospectus or a document incorporated or deemed to be incorporated therein by reference or file any other required document that would be incorporated or deemed to be incorporated by reference into such Shelf Registration Statement or Prospectus so that such Shelf Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to the Shelf Registration Statement, subject to the third sentence of this paragraph, use commercially reasonable efforts to cause it to be declared effective as promptly as is practicable, and (ii) will give notice to the Notice Holders that the availability of the Shelf Registration Statement is suspended and that they must immediately discontinue the sale or other disposition of Registrable Securities pursuant to the Shelf Registration Statement and the use of the related Prospectus (a " Deferral Notice "). Each Holder agrees that, upon receipt of any Deferral Notice, such Holder will not sell or otherwise transfer (and will cause any broker, dealer or agent acting on its behalf not to sell or otherwise transfer) any Securities pursuant to the Shelf Registration Statement or the related Prospectus or deliver or otherwise use (and will cause any broker, dealer or agent acting on its behalf not to deliver or otherwise use) the Prospectus in connection with any offers or sales of Registrable Securities or otherwise, until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, together with written notice from the Company that sales of Registrable Securities pursuant to the Shelf Registration Statement may be resumed using such amended or supplemented Prospectus, or until it is advised in writing by the Company that sales of Registrable Securities pursuant to the Shelf Registration Statement may be resumed using the then current Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as reasonably practicable, (y) in the case of clause (B) above, as soon as, in the sole and absolute discretion of the Company, public disclosure of such Material Event would not be prejudicial to or contrary to the interests of the Company or, if necessary to avoid unreasonable burden or expense, as is reasonably practicable thereafter and (z) in the case of clause (C) above, as soon as, in the sole and absolute discretion of the Company, such suspension is no longer advisable. The period during which the Company may require Notice Holders to discontinue the sale or other disposition of Registrable Securities pursuant to the Shelf Registration Statement and the availability of the Shelf Registration Statement and the related Prospectus may be suspended, without the Company incurring any obligation to pay Liquidated Damages pursuant to this Agreement, shall not be more than 45 days (which need not be consecutive) in the aggregate in any three month period or 120 days (which need not be consecutive) in the aggregate in any twelve month period. Anything in this Agreement

to the contrary notwithstanding, the Company shall not be required to provide any information to Holders as to the nature of any event or condition described in the first sentence of this Section 3(b). Any period during the which the availability of the Shelf Registration Statement and the related Prospectus is suspended is called a " Deferral Period ."

4. Holder's Obligations.

Each Holder, by acquisition of the Registrable Securities, is deemed to have agreed that such Holder of Registrable Securities shall not be entitled to be named as a selling securityholder in the Shelf Registration Statement or the Prospectus, to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus, unless such Holder has furnished the Company with a Notice and Questionnaire (including the information required to be included in such Notice and Questionnaire) and any additional information that such Holder is required to provide to the Company pursuant to this Section 4. Each Notice Holder agrees to furnish as promptly as is reasonably practicable to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to comments from the Staff. Each Holder further agrees not to sell or otherwise transfer any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus (as then amended or supplemented if applicable) to the purchaser thereof (at or prior to the time required by the Securities Act or Exchange Act, as applicable) and, following termination of the Effective Period, to notify the Company, within 10 business days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder's Registrable Securities were so sold.

In addition, each Holder further is deemed to have further agreed that:

(a) Upon receipt of any Deferral Notice from the Company, such Holder shall forthwith discontinue (and cause any broker, dealer or other agent acting on their behalf to forthwith discontinue) the disposition of Registrable Securities pursuant to the Shelf Registration Statement applicable to such Registrable Securities and delivery of the Prospectus until such Holder shall have received written notice from the Company to the effect that sales of Registrable Securities pursuant to the Shelf Registration Statement may be resumed and, if applicable, a copy of the applicable supplemented or amended Prospectus and, if so directed by the Company, such Holder shall deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus at the time of receipt of such notice;

(b) If so directed by the Company in respect of Registrable Securities as to which any Shelf Registration Statement pursuant to Section 2(a) has been or is being filed, such Holder shall furnish to the Company such information regarding such Holder and such Holder's intended method of distribution of such Registrable Securities as the Company may from time to time request in writing, but only to the extent that such information is required in order to comply with the Securities Act or comments from the Staff. Each such Holder agrees to notify as promptly as reasonably practicable the Company of any inaccuracy or change in information previously furnished by or relating to such Holder to the Company (whether in the Notice of Questionnaire or otherwise) or of the occurrence of any event as a result of which any Prospectus contains or would contain an untrue statement of a material fact regarding such Holder or such Holder's intended method of disposition of such Registrable Securities or omits or would omit to state any material fact regarding such Holder or such Holder's intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company any additional information required to

correct and update any previously furnished information or required so that the Shelf Registration Statement and such Prospectus shall not contain, with respect to such Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading; and

(c) Such Holder shall discontinue (and cause any broker, dealer or other agent acting on its behalf to discontinue) the use of the Prospectus upon the earlier of (i) the end of the Effective Period and (ii) such time as such Holder no longer owns or holds any Registrable Securities that have been registered pursuant to the Shelf Registration Statement.

5. Registration Expenses.

The Company agrees to bear and to pay or cause to be paid all expenses incident to the Company's performance of or compliance with Sections 2 and 3 this Agreement, including (a) all Commission registration and filing fees and expenses, (b) all fees and expenses in connection with the qualification of the Securities for offering and sale under the State securities and Blue Sky laws referred to in Section 3(a)(v) hereof, (c) all expenses relating to the preparation, printing, distribution and reproduction of the Shelf Registration Statement, the related Prospectus, each amendment or supplement to each of the foregoing and the certificates representing the Securities or other documents relating thereto, (d) fees and disbursements of the Trustee under the Indenture, and of the registrar and transfer agent for the Shares, and (e) fees, disbursements and expenses of counsel and independent certified public accountants of the Company (collectively, the " Registration Expenses "). Notwithstanding the foregoing, each Holder of the Registrable Securities being registered shall pay all brokers and dealers fees and commissions attributable to the sale of such Registrable Securities and the fees and disbursements of any counsel or other advisors or experts retained by such Holder in connection therewith.

6. Indemnification and Contribution.

(a) The Company agrees to indemnify and hold harmless each Notice Holder of Registrable Securities covered by any Shelf Registration Statement and each Person who controls any such Notice Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities (including, without limitation, but subject to Section 6(c) below, reasonable fees and disbursements of legal counsel and other expenses reasonably incurred by such indemnified person in connection with defending or investigating any suit, action or proceeding or any claim asserted), to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement as originally filed or in any amendment thereof or any amendment thereof of supplement thereto, in the Prospectus or any amendment or supplement thereto (if the Company shall have furnished any such amendments or supplements), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the Prospectus, in the light of the circumstances under which they were made); provided , however , that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information relating to any Holder specifically for inclusion therein; and provided , further , that the foregoing indemnity with respect to any Prospectus (or any amendment or supplement thereto) shall not inure to the benefit of any indemnified party (or to the benefit of any person controlling such indemnified party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) from whom the person asserting any such losses, claims, damages or liabilities purchased Securities if such untrue statement or omission or alleged

untrue statement or omission made in the Prospectus (or any amendment or supplement thereto) is eliminated or remedied in a subsequent Prospectus (or any subsequent amendment or supplement thereto) and a copy of such subsequent Prospectus (or such subsequent amendment or supplement, as the case may be) shall not have been furnished to such person within the time required by the Securities Act, so long as the Company shall have delivered a copy of such subsequent Prospectus (or such subsequent amendment or supplement thereto, as the case may be) to such indemnified party in a timely manner. This indemnity agreement shall be in addition to any liability that the Company may otherwise have.

(b) Each Holder of Securities covered by the Shelf Registration Statement severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Shelf Registration Statement and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to each such Holder, but only with reference to written information relating to such Holder furnished to the Company by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have.

(c) Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action in respect of which indemnity may be sought pursuant to Section 6(a) or 6(b) above, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above or the contribution obligation, if any, provided in paragraph (d) below. The indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided , however , that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party's election to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ one separate counsel (including one separate local counsel), and the indemnifying party shall bear the reasonable fees and disbursements of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the indemnified party shall have given written notice to the indemnifying party of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. The indemnifying parties will not be liable for the fees and disbursements of more than one separate firm of legal counsel (together with one firm of local counsel) for all indemnified parties. In the event that the indemnified party shall have the right to employ separate counsel (including local counsel) as provided above, then, in the case of the indemnified parties pursuant to paragraph (a) above, such counsel shall be selected by the Majority Holders and, in the case of the indemnified party pursuant to paragraph (b) above, such counsel shall be selected by the Company. An

indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

(d) To the extent that the indemnity provided in paragraph (a) or (b) of this Section 6 is unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities referred to therein, then each applicable indemnifying party shall have a joint and several obligation to contribute to the aggregate losses, claims, damages and liabilities (including, subject to paragraph (c) above, reasonable fees and disbursements of counsel and other expenses reasonably incurred by such indemnified party in connection with investigating or defending such loss, claim, liability, damage or action) (collectively " Losses ") to which such indemnified party may be subject in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other hand, from the Initial Placement and the Shelf Registration Statement which resulted in such Losses. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds received by the Company from the Initial Placement (before deducting expenses) as set forth in the Offering Memorandum. Benefits received by the Initial Purchasers shall be deemed to be equal to the total discounts and commissions from the Initial Placement as set forth in the Offering Memorandum, and benefits received by any other Holders shall be deemed to be equal to the value of receiving Securities registered under the Securities Act. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information provided by the indemnifying party, on the one hand, or by the indemnified party, on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The parties agree that it would not be just and equitable if contribution were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6(d), each Person who controls a Notice Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as such Notice Holder, and each Person who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, each officer of the Company who shall have signed the Shelf Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).

(e) The provisions of this Section 6 shall remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Company or any of the indemnified Persons referred to in this Section 6, and shall survive the sale by a Holder of securities covered by the Shelf Registration Statement.

7. Rule 144

The Company covenants that, if at any time before the end of the Effective Period the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request in writing (including, without limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the written request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements, unless such a statement has been included in the Company's most recent report required to be filed and filed pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.

8. Inconsistent Agreements.

The Company has not entered into, and agrees not to enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or that otherwise conflict with the provisions hereof.

9. Miscellaneous.

(a) Entire Agreement; Amendments . This Agreement contains the entire understanding of the parties and supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument duly executed by the Company and the Majority Holders of the Registrable Securities at the time outstanding.

(b) Notices . Except as otherwise provided herein, all notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, if delivered personally, the day after having been sent by courier providing for overnight delivery, three days after being deposited in the mail (registered or certified mail, postage prepaid, return receipt requested) or, in the case of notice to the Representative pursuant to Section 3(a)(ii) when sent by telecopy (if receipt thereof is confirmed by telephone) or to any Holder or owner of Securities, when sent by telecopy (if receipt thereof is confirmed by telephone) or by email (if receipt is confirmed by telephone or overnight delivery of such email transmission), in each case as follows:

(i) If to the Company, to it at One Edwards Way, Irvine, California 92614, Attention: Corporate Vice President, General Counsel and Secretary or, if by telecopy, at (949) 250-6868;

(ii) If to the Representative of the Initial Purchasers, to the address set forth in the Purchase Agreement or, if by telecopy, to the attention of the Syndicate Department at (212) 622-2071; and

(iii) If to a Holder, to the address, telecopy number or email address of such Holder set forth in any security register, the Notice and Questionnaire or other records of the Company, the Trustee or the transfer agent,

or, in the case of the Company and the Initial Purchasers, to such other address as the Company or the Initial Purchasers may have furnished to the other parties in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

(c) Termination. This Agreement and the obligations of the parties hereunder shall terminate upon the end of the Effective Period, except for any liabilities or obligations under Sections 4, 5 or 6 hereof and the obligations to pay Liquidated Damages under Section 2(e) hereof to the extent such damages accrue prior to the end of the Effective Period, each of which shall remain in effect in accordance with its terms.

(d) Successors . This Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective successors and assigns of the parties hereto. In the event that any transferee of any Holder of Registrable Securities shall acquire Registrable Securities, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee shall, without any further writing or action of any kind, be deemed a party hereto for all purposes and such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such transferee shall be entitled to receive the benefits of, and be conclusively deemed to have agreed to be bound by and to perform, all of the applicable terms and provisions of this Agreement.

(e) Applicable Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(f) Headings . The descriptive headings of the several Sections and paragraphs of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

(g) Counterparts . This Agreement may be executed by the parties in counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

(h) Severability . In the event that any one of more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, then, to the extent permitted by applicable law, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

(i) Securities Held by the Company, etc . Whenever the consent or approval of Holders of a specified percentage of Securities is required hereunder, Securities held by the Company or its Affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

[SIGNATURE PAGE FOLLOWS]

Agreed to and accepted as of May 9, 2003.

			Very truly yours, EDWARDS LIFESCIENCES CORPORATION
			By:	/s/ Corinne H. Lyle
			Name:	Corinne H. Lyle
			Title:	Corporate Vice President, Chief Financial Officer and Treasurer
J.P. MORGAN SECURITIES INC.
By:	J.P. Morgan Securities Inc., Acting one behalf of itself and as Representative of the Initial Purchasers
By:	/s/ Carol Schafer
	Name:	Carol Schafer
	Title:	Managing Director

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EDWARDS LIFESCIENCES CORPORATION 3.875% Convertible Senior Debentures due 2033 REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2

EXECUTION COPY

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

dated as of

March 27, 2003

among

EDWARDS LIFESCIENCES CORPORATION
as Borrower

The Lenders Party Hereto

JPMORGAN CHASE BANK
as Administrative Agent

CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH
AND WACHOVIA BANK, N.A.
as Co-Syndication Agents

and

THE BANK OF NOVA SCOTIA AND BANK OF AMERICA, N.A.
as Co-Documentation Agents

J.P. MORGAN SECURITIES INC.
as Lead Arranger and Bookrunner

SECOND AMENDMENT AND RESTATEMENT AGREEMENT dated as of March 27, 2003 (this " Amendment and Restatement "), in respect of the 364-DAY CREDIT AGREEMENT dated as of March 30, 2000, as amended through the date hereof (the " Existing Credit Agreement "), among EDWARDS LIFESCIENCES CORPORATION, a Delaware corporation (the " Company "); the LENDERS from time to time party hereto; JPMORGAN CHASE BANK, as Administrative Agent; CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH AND WACHOVIA BANK, N.A., as Co-Syndication Agents and THE BANK OF NOVA SCOTIA AND BANK OF AMERICA, N.A., as Co-Documentation Agents.

The Company has requested that the Existing Credit Agreement be amended and restated as set forth in Section 1 below and the other parties hereto are willing so to amend and restate the Existing Credit Agreement. Each capitalized term used but not defined herein has the meaning assigned thereto in the Existing Credit Agreement as amended and restated hereby.

In consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto hereby agree, on the terms and subject to the conditions set forth herein, as follows:

SECTION 1 Amendment and Restatement. Upon the effectiveness of this Amendment and Restatement as provided in Section 3 below, the Existing Credit Agreement shall be amended and restated in the form in which it exists on the date hereof but with the following revisions (the Existing Credit Agreement, as so amended and restated, being called the "Restated Credit Agreement"):

(a) Section 1.01 is hereby amended as follows:

(i) Confidential Information Memorandum. The definition of "Confidential Information Memorandum" is hereby amended by deleting the date "March 2002" and substituting therefor "February 2003".

(ii) Existing Credit Agreement. The following definition is hereby inserted in its proper alphabetical position:

" Existing Credit Agreement " means the 364-Day Credit Agreement dated as of March 30, 2000, as amended through the date hereof, among the Company, the borrowing subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, as administrative agent."

(iii) Termination Date. The definition of "Termination Date" is hereby amended by deleting the date "March 27, 2003" and substituting therefor "March 25, 2004".

(b) Paragraph (a) of Section 3.06 is hereby amended by deleting the date "December 31, 2001" and substituting therefor "December 31, 2002", each time it appears. Paragraph (b) of Section 3.06 is hereby amended by deleting the date "December 31, 2001" and substituting therefor "December 31, 2002", each time it appears.

(c) Effective Date. From and after the Effective Date (as defined below), all references in the Restated Credit Agreement to "the date hereof", "the date of this Agreement" or other words or phrases of similar import, shall be deemed references to the date of this Amendment and Restatement.

(d) Schedule 2.01. Schedule 2.01 is deleted and replaced with Schedule 2.01 to this Amendment and Restatement.

SECTION 2 Representations and Warranties. The Company represents and warrants to the Lenders as of the date hereof and as of the Effective Date that:

(a) Before and after giving effect to this Amendment and Restatement, the representations and warranties set forth in the Existing Credit Agreement are true and correct in all material respects with the same effect as if made on the Effective Date, except to the extent such representations and warranties expressly relate to an earlier date.

(b) At the time of and after giving effect to this Amendment and Restatement, no Default has occurred and is continuing.

SECTION 3 Conditions to Effectiveness. This Amendment and Restatement and the obligations of the Lenders to make Loans under the Existing Credit Agreement as amended and restated hereby shall become effective on the date (the " Effective Date ") on which each of the following conditions is satisfied (or waived in accordance with Section 9.02 of the Existing Credit Agreement):

(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Amendment and Restatement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment and Restatement) that such party has signed a counterpart of this Amendment and Restatement.

(b) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of (i) Sidley Austin Brown & Wood LLP, special counsel for the Company, substantially in the form of Exhibit D-1, and (ii) the General Counsel of the Company, substantially in the form of Exhibit D-2. Each Loan Party hereby requests such counsel to deliver such opinions.

(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Loan Parties, the authorization of the Transactions and any other legal matters relating to the Loan Parties, this Amendment and Restatement, the Existing Credit Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.

(d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Existing Credit Agreement.

(e) Any loans outstanding under the Existing Credit Agreement shall have been repaid, together with all interest, fees and other amounts accrued thereunder.

(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including the agreed upon fees and charges, plus disbursements, of counsel) required to be reimbursed or paid by the Company or any Subsidiary in connection with this Amendment and Restatement or any Loan Document.

The Administrative Agent shall notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

SECTION 4 Agreement. Except as specifically stated herein, the provisions of the Existing Credit Agreement are and shall remain in full force and effect. As used therein, the terms "Credit Agreement", "herein", "hereunder", "hereinafter", "hereto", "hereof" and words of similar import shall, unless the context otherwise requires, refer to the Restated Credit Agreement.

SECTION 5 Consents. Each Subsidiary Guarantor hereby acknowledges receipt of and consents to the terms of this Amendment and Restatement and confirms that its respective Guarantee pursuant

to the Subsidiary Guarantee Agreement will remain in full force and effect notwithstanding the execution and delivery of this Amendment and Restatement.

SECTION 6 Applicable Law. THIS AMENDMENT AND RESTATEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7 Counterparts. This Amendment and Restatement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract. Delivery of an executed counterpart of a signature page of this Amendment and Restatement by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment and Restatement.

SECTION 8 Expenses. The Company agrees to reimburse the Administrative Agent for all out-of-pocket expenses incurred by it in connection with this Amendment and Restatement, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent.

SECTION 9 Headings. The headings of this Amendment and Restatement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Restatement to be duly executed by their respective authorized officers as of the day and year first above written.

		EDWARDS LIFESCIENCES CORPORATION,
		by
			Name: Title:
		EDWARDS LIFESCIENCES CORPORATION OF PUERTO RICO,
		by
			Name: Title:
		EDWARDS LIFESCIENCES JAPAN HOLDINGS, INC.,
		by
			Name: Title:
		EDWARDS LIFESCIENCES LLC,
		by
			Name: Title:
		EDWARDS LIFESCIENCES RESEARCH MEDICAL, INC.,
		by
			Name: Title:
		EDWARDS LIFESCIENCES SALES CORPORATION,
		by
			Name: Title:

		EDWARDS LIFESCIENCES (U.S.) INC.,
		by
			Name: Title:
		EDWARDS LIFESCIENCES WORLD TRADE CORPORATION,
		by
			Name: Title:
		JPMORGAN CHASE BANK, individually and as Administrative Agent,
		by
			Name: Title:
		CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH, individually and as Co-Syndication Agent,
		by
			Name: Title:
		WACHOVIA BANK, N.A. individually and as Co-Syndication Agent,
		by
			Name: Title:
		THE BANK OF NOVA SCOTIA, individually and as Co-Documentation Agent,
		by
			Name: Title:
		BANK OF AMERICA, N.A., individually and as Co-Documentation Agent,
		by
			Name: Title:

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Exhibit 10.3

Long-Term Stock Incentive
Compensation Program
(as amended and restated February 20, 2003)

Edwards Lifesciences Corporation

February 2003

Contents

Article 1. Establishment, Objectives, and Duration		1
Article 2. Definitions		1
Article 3. Administration		4
Article 4. Eligibility and Participation		5
Article 5. Shares Subject to the Program and Maximum Awards		5
Article 6. Stock Options		6
Article 7. Restricted Stock		8
Article 8. Performance Units and Performance Shares		9
Article 9. Performance Measures		10
Article 10. Beneficiary Designation		11
Article 11. Deferrals		11
Article 12. Rights of Employees and Contractors		11
Article 13. Change in Control		12
Article 14. Amendment, Modification, and Termination		12
Article 15. Compliance with Applicable Law and Withholding		12
Article 16. Indemnification		13
Article 17. Successors		14
Article 18. Legal Construction		14

Edwards Lifesciences Corporation
Long-Term Stock Incentive Compensation Program
(as amended and restated February 20, 2003)

Article 1. Establishment, Objectives, and Duration

1.1 Establishment of the Program. Edwards Lifesciences Corporation, a Delaware corporation (hereinafter referred to as the "Company"), hereby amends and restates the incentive compensation plan established April 1, 2000 and known as the "Edwards Lifesciences Corporation Long-Term Stock Incentive Compensation Program" (hereinafter, as amended and restated, referred to as the "Program"), as set forth in this document. The Program permits the grant of Nonqualified Stock Options, Incentive Stock Options, Restricted Stock, Performance Shares, and Performance Units.

The Program became effective as of April 1, 2000 (the "Effective Date") and shall remain in effect as provided in Section 1.3 hereof.

The Program was amended and restated effective as of July 12, 2000 to clarify the definition of "Subsidiary" and was subsequently further amended and restated as of May 8, 2002 and, subject to stockholder approval, February 20, 2003.

1.2 Objectives of the Program. The objectives of the Program are to optimize the profitability and growth of the Company through long-term incentives which are consistent with the Company's goals and which link the personal interests of Participants to those of the Company's stockholders; to provide Participants with an incentive for excellence in individual performance; and to promote teamwork among Participants. Awards generally are made in conjunction with services performed by the Participant within the previous twelve (12) months.

The Program is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of Participants who make significant contributions to the Company's success and to allow Participants to share in the success of the Company.

1.3 Duration of the Program. The Program shall commence on the Effective Date, as described in Section 1.1 hereof, and shall remain in effect, subject to the right of the Board to amend or terminate the Program at any time pursuant to Article 14 hereof, until all Shares subject to it shall have been purchased or acquired according to the Program's provisions. However, in no event may an Award be granted under the Program on or after April 1, 2010.

Article 2. Definitions

Whenever used in the Program, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized:

2.1 "Award" means, individually or collectively, a grant under this Program of Nonqualified Stock Options, Incentive Stock Options, Restricted Stock, Performance Shares, or Performance Units.

2.2 "Award Agreement" means an agreement entered into by the Company and each Participant setting forth the terms and provisions applicable to Awards granted under this Program.

2.3 "Board" or "Board of Directors" means the Board of Directors of the Company.

2.4 "Change in Control" of the Company shall mean the occurrence of any one of the following events:

(a): Any "Person", as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company,

and any trustee or other fiduciary holding securities under an employee benefit plan of the Company or such proportionately owned corporation), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company's then outstanding securities; or

(b): During any period of not more than twenty-four (24) months, individuals who at the beginning of such period constitute the Board of Directors of the Company, and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in Sections 2.4(a), 2.4(c), or 2.4(d) of this Section 2.4) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds ( ² / 3 ) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; or
(c): The consummation of a merger or consolidation of the Company with any other entity, other than: (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than sixty percent (60%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person acquires more than thirty percent (30%) of the combined voting power of the Company's then outstanding securities; or
(d): The Company's stockholders approve a plan of complete liquidation or dissolution of the Company, or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets (or any transaction having a similar effect).

2.5 "Code" means the Internal Revenue Code of 1986, as amended from time to time.

2.6 "Committee" means the Compensation Committee or any other committee appointed by the Board to administer Awards to Participants, as specified in Article 3 herein.

2.7 "Company" means Edwards Lifesciences Corporation, a Delaware corporation, and any successor thereto as provided in Article 17 herein.

2.8 "Contractor" means an individual providing services to the Company who is not an Employee or member of the Board, and who does not participate in the Edwards Lifesciences Corporation Nonemployee Directors and Consultants Stock Incentive Program.

2.9 "Covered Employee" means a Participant who is one of the group of "covered employees," as defined in the regulations promulgated under Code Section 162(m), or any successor statute.

2.10 "Disability" shall have the meaning ascribed to such term in the Participant's governing long-term disability plan, or if no such plan exists, at the discretion of the Board.

2.11 "Effective Date" shall have the meaning ascribed to such term in Section 1.1 hereof.

2.12 "Employee" means any employee of the Company or of a Subsidiary of the Company. Directors who are employed by the Company shall be considered Employees under this Program.

2.13 "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.

2.14 "Fair Market Value" means, at any date, the closing sale price on the principal securities exchange on which the Shares are traded on the last previous day on which a sale was reported.

2.15 "Incentive Stock Option" or "ISO" means an option to purchase Shares granted under Article 6 herein and which is designated as an Incentive Stock Option and which is intended to meet the requirements of Code Section 422.

2.16 "Insider" shall mean an individual who is, on the relevant date, an officer, director, or beneficial owner of more than ten percent (10%) of any class of the Company's equity securities that is registered pursuant to Section 12 of the Exchange Act, all as defined under Section 16 of the Exchange Act.

2.17 "Nonqualified Stock Option" or "NQSO" means an option to purchase Shares granted under Article 6 herein and which is not intended to meet the requirements of Code Section 422.

2.18 "Option" means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article 6 herein.

2.19 "Option Price" means the price at which a Share may be purchased by a Participant pursuant to an Option.

2.20 "Participant" means an Employee or Contractor who has been selected to receive an Award or who has outstanding an Award granted under the Program.

2.21 "Performance-Based Exception" means the performance-based exception from the tax deductibility limitations of Code Section 162(m) applicable to compensation payable to Covered Employees.

2.22 "Performance Share" means an Award granted to a Participant, as described in Article 8 herein.

2.23 "Performance Unit" means an Award granted to a Participant, as described in Article 8 herein.

2.24 "Period of Restriction" means the period during which the transfer of Shares of Restricted Stock is limited in some way (based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee, in its discretion), and the Shares are subject to a substantial risk of forfeiture, as provided in Article 7 herein.

2.25 "Restricted Stock" means an Award granted to a Participant pursuant to Article 7 herein.

2.26 "Retirement" means, unless otherwise defined in the applicable Award Agreement, any termination of an Employee's employment or a Contractor's service after age fifty-five (55) other than due to death, Disability or, with respect to Awards made on or after May 8, 2002, Cause, provided that such Employee or Contractor has at least a combined ten (10) years of service with the Company and Baxter International Inc. A Participant's number of years of service with the Company and Baxter International Inc. shall be determined by calculating the number of complete twelve-month (12) periods of employment from the Participant's original date of hire as an Employee or Contractor with the Company or Baxter International Inc. to the Participant's date of employment or service termination. Employment or service with Baxter International Inc. shall be included for purposes of determining qualification for Retirement only to the extent that such employment or service immediately, and without any break, precedes employment or service with the Company. For purposes of this definition, unless defined otherwise in the applicable Award Agreement, "Cause" means: (a) a Participant's willful and continued failure to substantially perform his duties with the Company or a Subsidiary (other than any such failure resulting from Disability); (b) a Participant's willfully engaging in conduct that is demonstrably and materially injurious to the Company or a Subsidiary, monetarily or otherwise; or (c) a Participant's having been convicted of a felony. For the purpose of determining "Cause," no act, or failure to act, on a Participant's part shall be deemed "willful" unless done, or omitted to be done,

by the Participant not in good faith and without reasonable belief that the action or omission was in the best interests of the Company or a Subsidiary.

2.27 "Shares" means the shares of common stock of the Company.

2.28 "Subsidiary" means any business, whether or not incorporated, in which the Company beneficially owns, directly or indirectly through another entity or entities, securities or interests representing more than fifty percent (50%) of the combined voting power of the voting securities or voting interests of such business.

Article 3. Administration

3.1 General. The Program shall be administered by the Compensation Committee of the Board, or by any other Committee appointed by the Board, which shall consist of two (2) or more nonemployee directors within the meaning of the rules promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act who also qualify as outside directors within the meaning of Code Section 162(m) and the related regulations under the Code, except as otherwise determined by the Board. Any Committee administering the Program shall be comprised entirely of directors. The members of the Committee shall be appointed from time to time by, and shall serve at the sole discretion of, the Board.

The Committee shall have the authority to delegate administrative duties to officers, Employees, or directors of the Company; provided, however, that the Committee shall not be able to delegate its authority with respect to: (i) granting Awards to Insiders; (ii) granting Awards that are intended to qualify for the Performance-Based Exception; and (iii) certifying that any performance goals and other material terms attributable to Awards that are intended to qualify for the Performance-Based Exception have been satisfied.

3.2 Authority of the Committee. Except as limited by law or by the Certificate of Incorporation or Bylaws of the Company, and subject to the provisions of the Program, the Committee shall have the authority to: (a) interpret the provisions of the Program, and prescribe, amend, and rescind rules and procedures relating to the Program; (b) grant Awards under the Program, in such forms and amounts and subject to such terms and conditions as it deems appropriate, including, without limitation, Awards which are made in combination with or in tandem with other Awards (whether or not contemporaneously granted) or compensation or in lieu of current or deferred compensation; (c) subject to Article 14, modify the terms of, cancel and reissue, or repurchase outstanding Awards; (d) prescribe the form of agreement, certificate, or other instrument evidencing any Award under the Program; (e) correct any defect or omission and reconcile any inconsistency in the Program or in any Award hereunder; (f) to design Awards to satisfy requirements to make such Awards tax-advantaged to Participants in any jurisdiction or for any other reason that the Company desires; and (g) make all other determinations and take all other actions as it deems necessary or desirable for the administration of the Program; provided, however, that except for adjustments made pursuant to Section 5.4, no outstanding Option will be amended to lower the exercise price or will be canceled for the purpose of reissuing such Option to a Participant at a lower exercise price without the approval of the Company's stockholders. The determination of the Committee on matters within its authority shall be conclusive and binding on the Company and all other persons. The Committee shall comply with all applicable laws in administering the Plan. As permitted by law (and subject to Section 3.1 herein), the Committee may delegate its authority as identified herein.

3.3 Decisions Binding. All determinations and decisions made by the Committee pursuant to the provisions of the Program and all related orders and resolutions of the Board shall be final, conclusive, and binding on all persons, including the Company, its stockholders, directors, Employees, Contractors, Participants, and their estates and beneficiaries.

Article 4. Eligibility and Participation

4.1 Eligibility. Persons eligible to participate in this Program shall include all Employees and Contractors. Directors who are not Employees of the Company shall not be eligible to participate in the Program.

4.2 Actual Participation. Subject to the provisions of the Program, the Committee may, from time to time, select from all eligible Employees and Contractors those to whom Awards shall be granted and shall determine the nature and amount of each Award.

Article 5. Shares Subject to the Program and Maximum Awards

5.1 Number of Shares Available for Grants. Subject to adjustment as provided in Section 5.4 herein, the number of Shares hereby reserved for delivery to Participants under the Program shall be fifteen million five hundred thousand (15,500,000) Shares. No more than five hundred thousand (500,000) Shares reserved for issuance under the Program may be granted in the form of Shares of Restricted Stock. The Committee shall determine the appropriate methodology for calculating the number of Shares issued pursuant to the Program. The following rules shall apply to grants of such Awards under the Program:

(a): Options : The maximum aggregate number of Shares that may be granted in the form of Options in any one (1) fiscal year to any one (1) Participant shall be one million (1,000,000).
(b): Restricted Stock : The maximum aggregate number of Shares that may be granted in the form of Restricted Stock in any one (1) fiscal year to any one (1) Participant shall be fifty thousand (50,000).
(c): Performance Shares : The maximum aggregate payout (determined as of the end of the applicable performance period) with respect to Awards of Performance Shares granted in any one (1) fiscal year to any one (1) Participant shall be equal to the value of one hundred thousand (100,000) Shares.
(d): Performance Units : The maximum aggregate payout (determined as of the end of the applicable performance period) with respect to Awards of Performance Units granted in any one (1) fiscal year to any one (1) Participant shall be equal to two million dollars ($2,000,000).

5.2 Type of Shares. Shares issued under the Program in connection with Stock Options and Performance Shares may be authorized and unissued Shares or issued Shares held as treasury Shares. Shares issued under the Program in connection with Restricted Stock shall be issued Shares held as treasury Shares; provided, however, that authorized and unissued Shares may be issued in connection with Restricted Stock to the extent that the Committee determines that past services of the Participant constitute adequate consideration for at least the par value thereof.

5.3 Reuse of Shares.

(a): General . In the event of the exercise or termination (by reason of forfeiture, expiration, cancellation, surrender, or otherwise) of any Award under the Program, that number of Shares that was subject to the Award but not delivered shall again be available as Awards under the Program.
(b): Restricted Stock . In the event that Shares are delivered under the Program as Restricted Stock and are thereafter forfeited or reacquired by the Company pursuant to rights reserved upon the grant thereof, such forfeited or reacquired Shares shall again be available as Awards under the Program.

(c): Limitation . Notwithstanding the provisions of Sections 5.3(a) or 5.3(b) above, the following Shares shall not be available for reissuance under the Program: (i) Shares which are withheld from any Award or payment under the Program to satisfy tax withholding obligations; (ii) Shares which are surrendered to fulfill tax obligations incurred under the Program; and (iii) Shares which are surrendered in payment of the Option Price upon the exercise of an Option.

5.4 Adjustments in Authorized Shares. In the event of any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of such term in Code Section 368) or any partial or complete liquidation of the Company, such adjustment shall be made in the number and class of Shares which may be delivered under Section 5.1, in the number and class of and/or price of Shares subject to outstanding Awards granted under the Program, and in the Award limits set forth in Section 5.1, as shall be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that the number of Shares subject to any Award shall always be a whole number. In a stock-for-stock acquisition of the Company, the Committee may, in its sole discretion, substitute securities of another issuer for any Shares subject to outstanding Awards.

Article 6. Stock Options

6.1 Grant of Options. Subject to the terms and provisions of the Program, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee. If all or any portion of the exercise price or taxes incurred in connection with the exercise are paid by delivery (or, in the case of payment of taxes, by withholding of Shares) of other Shares of the Company, the Options may provide for the grant of replacement Options.

6.2 Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the duration of the Option, the number of Shares to which the Option pertains, and such other provisions as the Committee shall determine. The Award Agreement also shall specify whether the Option is intended to be an ISO or an NQSO.

6.3 Option Price. The Option Price for each grant of an Option under this Program shall be at least equal to one hundred percent (100%) of the Fair Market Value of a Share on the date the Option is granted. The only exception to the foregoing shall be for Options issued to Participants upon the conversion of their Baxter International Inc. stock options at the time of the Company's spin-off from Baxter International Inc.

6.4 Duration of Options. Each Option granted to a Participant shall expire at such time, not later than the tenth (10 ^th ) anniversary date of its grant, as the Committee shall determine; provided, however, that an Option may have such shorter or longer term as the Committee shall deem necessary to comply with applicable federal, state, local or, if applicable, foreign law, or, if the Committee so determines, to qualify for favorable tax treatment. Unless the Committee determines otherwise, the term of each Option granted to a Participant after February 20, 2003 shall expire on the seventh (7 ^th ) anniversary date of its grant, subject to such provisions for earlier expiration as the Committee may specify in accordance with Section 6.8 (relating to termination of employment or service) or otherwise.

6.5 Exercise of Options. Options granted under this Article 6 shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant.

6.6 Payment. Options granted under this Article 6 shall be exercised by the delivery of a written notice (or such other form of notice as the Company may specify) of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares (or a satisfactory "cashless exercise" notice).

The Option Price upon exercise of any Option shall be payable to the Company in full either: (a) in cash or its equivalent; (b) by tendering previously acquired Shares (by either actual delivery or attestation) having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months, or such shorter or longer period, if any, as is necessary to avoid variable accounting treatment); (c) by a cashless exercise, as permitted under Federal Reserve Board's Regulation T, subject to applicable securities law restrictions and such procedures and limitations as the Company may specify from time to time, (d) by any other means which the Committee determines to be consistent with the Program's purpose and applicable law, or (e) by a combination of two or more of (a) through (d).

Subject to any governing rules or regulations, including cashless exercise procedures, as soon as practicable after receipt of a notification of exercise and full payment (or a satisfactory "cashless exercise" notice), the Company shall cause to be issued and delivered to the Participant, in certificate form or otherwise, evidence of the Shares purchased under the Option(s).

6.7 Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted under this Article 6 as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares.

6.8 Termination of Employment or Service. Each Participant's Option Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant's employment with the Company or service to the Company as a Contractor. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Options issued pursuant to this Article 6, and may reflect distinctions based on the reasons for termination.

6.9 Nontransferability of Options.

(a): Incentive Stock Options. No ISO granted under the Program may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, all ISOs granted to a Participant under the Program shall be exercisable during his or her lifetime only by such Participant.
(b): Nonqualified Stock Options . Except as otherwise provided in a Participant's Award Agreement, no NQSO granted under this Article 6 may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant's Award Agreement, all NQSOs granted to a Participant under this Article 6 shall be exercisable during his or her lifetime only by such Participant.

6.10 Substitution of Cash. Unless otherwise provided in a Participant's Award Agreement, and notwithstanding any provision in the Program to the contrary (including but not limited to Section 14.2), in the event of a Change in Control in which the Company's stockholders holding Shares receive consideration other than shares of common stock that are registered under Section 12 of the Exchange Act, the Committee shall have the authority to require that any outstanding Option be surrendered to the Company by a Participant for cancellation by the Company, with the Participant receiving in exchange a cash payment from the Company within ten (10) days of the Change in Control. Such cash payment shall be equal to the number of Shares under Option, multiplied by the excess, if any, of the greater of (i) the highest per Share price offered to stockholders in any transaction whereby the Change in Control takes place, or (ii) the Fair Market Value of a Share on the date the Change in Control occurs, over the Option Price.

Article 7. Restricted Stock

7.1 Grant of Restricted Stock. Subject to the terms and provisions of the Program, the Committee, at any time and from time to time, may grant Shares of Restricted Stock to Participants in such amounts as the Committee shall determine.

7.2 Restricted Stock Agreement. Each Restricted Stock grant shall be evidenced by a Restricted Stock Award Agreement that shall specify the Period(s) of Restriction, the number of Shares of Restricted Stock granted, and such other provisions as the Committee shall determine.

7.3 Restriction on Transferability. Except as provided in this Article 7, the Shares of Restricted Stock granted herein may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction established by the Committee and specified in the Restricted Stock Award Agreement, or upon earlier satisfaction of any other conditions, as specified by the Committee in its sole discretion and set forth in the Restricted Stock Award Agreement. All rights with respect to the Restricted Stock granted to a Participant under the Program shall be available during his or her lifetime only to such Participant.

7.4 Other Restrictions. Subject to Article 9 herein, the Committee shall impose such other conditions and/or restrictions on any Shares of Restricted Stock granted pursuant to the Program as it may deem advisable including, without limitation, any or all of the following:

(a): A required period of employment or service as a Contractor with the Company, as determined by the Committee, prior to the vesting of Shares of Restricted Stock.
(b): A requirement that Participants forfeit (or in the case of Shares sold to a Participant, resell to the Company at his or her cost) all or a part of Shares of Restricted Stock in the event of termination of his or her employment or service as a Contractor during the Period of Restriction.
(c): A prohibition against employment of Participants holding Shares of Restricted Stock by any competitor of the Company, against such Participants' dissemination of any secret or confidential information belonging to the Company, or the solicitation by Participants of the Company's employees for employment by another entity.

Shares of Restricted Stock awarded pursuant to the Program shall be registered in the name of the Participant and, if such Shares are certificated, in the sole discretion of the Committee, may be deposited in a bank designated by the Committee or with the Company. The Committee may require a stock power endorsed in blank with respect to Shares of Restricted Stock whether or not certificated.

Except as otherwise provided in this Article 7, Shares of Restricted Stock covered by each Restricted Stock grant made under the Program shall become freely transferable (subject to any

restrictions under any applicable securities law) by the Participant after the last day of the applicable Period of Restriction.

7.5 Voting Rights. Unless the Committee determines otherwise, Participants holding Shares of Restricted Stock issued hereunder shall be entitled to exercise full voting rights with respect to those Shares during the Period of Restriction.

7.6 Dividends and Other Distributions. Unless the Committee determines otherwise, during the Period of Restriction, Participants holding Shares of Restricted Stock issued hereunder shall be entitled to regular cash dividends paid with respect to such Shares. The Committee may apply any restrictions to the dividends that the Committee deems appropriate. Without limiting the generality of the preceding sentence, if the grant or vesting of Shares of Restricted Stock is designed to comply with the requirements of the Performance-Based Exception, the Committee may apply any restrictions it deems appropriate to the payment of dividends declared with respect to such Shares of Restricted Stock, such that the dividends and/or the Shares of Restricted Stock maintain eligibility for the Performance-Based Exception.

7.7 Termination of Employment or Service. Each Restricted Stock Award Agreement shall set forth the extent to which the Participant shall have the right to vest in previously unvested Shares of Restricted Stock following termination of the Participant's employment with the Company or service to the Company as a Contractor. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Shares of Restricted Stock issued pursuant to the Program, and may reflect distinctions based on the reasons for termination.

Article 8. Performance Units and Performance Shares

8.1 Grant of Performance Units/Shares. Subject to the terms of the Program, Performance Units and/or Performance Shares may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee.

8.2 Value of Performance Units/Shares. Each Performance Unit shall have an initial value that is established by the Committee at the time of grant. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant. The Committee shall set performance goals in its sole discretion which, depending on the extent to which they are met, will determine the number and/or value of Performance Units/Shares that will be paid out to the Participant. For purposes of this Article 8, the time period during which the performance goals must be met shall be called a "Performance Period."

8.3 Earning of Performance Units/Shares. Subject to the terms of this Program, after the applicable Performance Period has ended, the holder of Performance Units/Shares shall be entitled to receive payout on the number and value of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance goals have been achieved.

8.4 Form and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units/Shares shall be made in a single lump sum following the close of the applicable Performance Period. Subject to the terms of this Program, the Committee, in its sole discretion, may pay earned Performance Units/Shares in the form of cash or in Shares (or in a combination thereof) which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period. Such Shares may be granted subject to any restrictions deemed appropriate by the Committee. The determination of the Committee with respect to the form of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award.

At the discretion of the Committee, Participants may be entitled to receive any dividends declared with respect to Shares which have been earned in connection with grants of Performance Units and/or Performance Shares which have been earned, but not yet distributed to Participants (such dividends shall be subject to the same accrual, forfeiture, and payout restrictions as apply to dividends earned with respect to Shares of Restricted Stock, as set forth in Section 7.6 herein). In addition, Participants may, at the discretion of the Committee, be entitled to exercise their voting rights with respect to such Shares.

8.5 Termination of Employment or Service Due to Death, Disability, or Retirement. Unless determined otherwise by the Committee and set forth in the Participant's Award Agreement, following termination of the Participant's employment with the Company or service to the Company as a Contractor, by reason of death, Disability, or Retirement during a Performance Period, the Participant or his legal representative shall receive a payout of the Performance Units/Shares which is prorated, as specified by the Committee in its discretion.

Payment of earned Performance Units/Shares shall be made at a time specified by the Committee in its sole discretion and set forth in the Participant's Award Agreement. Notwithstanding the foregoing, with respect to Covered Employees who retire during a Performance Period, payments shall be made at the same time as payments are made to Participants who did not terminate employment during the applicable Performance Period.

8.6 Termination of Employment or Service for Other Reasons. In the event that a Participant's employment or service to the Company as a Contractor terminates for any reason other than those reasons set forth in Section 8.5 herein, all Performance Units/Shares shall be forfeited by the Participant to the Company unless determined otherwise by the Committee, as set forth in the Participant's Award Agreement.

8.7 Nontransferability. Except as otherwise provided in a Participant's Award Agreement, Performance Units/Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant's Award Agreement, a Participant's rights under the Program shall be exercisable during the Participant's lifetime only by the Participant or the Participant's legal representative.

Article 9. Performance Measures

Unless and until the Board proposes for stockholder vote and stockholders approve a change in the general performance measures set forth in this Article 9, the attainment of which may determine the degree of payout and/or vesting with respect to Awards to Covered Employees which are designed to qualify for the Performance-Based Exception, the performance measure(s) to be used for purposes of such grants shall be chosen from among:

(a): Earnings per share;
(b): Net income (before or after taxes);
(c): Return measures (including, but not limited to, return on assets, capital, equity, or sales);
(d): Cash flow return on investments which equals net cash flows divided by owners' equity;
(e): Gross revenues;
(f): Market-to-book value ratio;
(g): Share price (including, but not limited to, growth measures and total shareholder return);
(h): Working capital measures;

(i): Economic value added; and
(j): The percentage of sales generated by new products.

Subject to the terms of the Program, each of these measures shall be defined by the Committee on a corporation or subsidiary basis or in comparison with peer group performance, and may include or exclude specified extraordinary items, as determined by the corporation's auditors.

The Committee shall have the discretion to adjust the determinations of the degree of attainment of the preestablished performance goals or the size of Awards; provided, however, that Awards which are designed to qualify for the Performance-Based Exception, and which are held by Covered Employee, may not be adjusted upward in terms of either the degree of goal attainment or size (the Committee shall retain the discretion to adjust the degree of goal attainment or the size of the Awards downward).

In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing performance measures without obtaining stockholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining stockholder approval. In addition, in the event that the Committee determines that it is advisable to grant Awards that shall not qualify for the Performance-Based Exception, the Committee may make such grants without satisfying the requirements of Code Section 162(m).

Article 10. Beneficiary Designation

Each Participant under the Program may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Program is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during the Participant's lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant's death shall be paid to the Participant's estate.

Article 11. Deferrals

The Committee may permit or require a Participant to defer such Participant's receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant by virtue of the exercise of an Option, lapse or waiver of restrictions with respect to Restricted Stock, or the satisfaction of any performance goals with respect to Performance Units/Shares. If any such deferral election is required or permitted, the Committee shall, in its sole discretion, establish rules and procedures for such payment deferrals.

Article 12. Rights of Employees and Contractors

12.1 Employment. Nothing in the Program or any Award Agreement shall interfere with or limit in any way the right of the Company to terminate at any time any Participant's employment or service to the Company as a Contractor, nor confer upon any Participant any right to continue in the employ of the Company or to provide services to the Company as a Contractor.

12.2 Participation. No Employee or Contractor shall have the right to be selected to receive an Award under this Program, or, having been so selected, to be selected to receive a future Award.

Article 13. Change in Control

Except as may otherwise be provided in a Participant's Award Agreement, upon the occurrence of a Change in Control, unless otherwise specifically prohibited under applicable laws or by the rules and regulations of any governing governmental agencies or national securities exchanges:

(a): Any and all Options granted hereunder shall become immediately exercisable, and, if granted before May 8, 2002, shall remain exercisable throughout their entire term;
(b): Any restriction periods and restrictions imposed on Shares of Restricted Stock that are not performance-based shall lapse;
(c): The vesting of all performance-based Awards denominated in Shares such as performance-based Restricted Stock and Performance Shares shall be accelerated as of the effective date of the Change in Control, and there shall be paid out to Participants within thirty (30) days following the effective date of the Change in Control a pro rata number of Shares based upon an assumed achievement of all relevant targeted performance goals and upon the length of time within the Performance Period(s) which has elapsed prior to the Change in Control. The vesting of Awards denominated in cash, such as Performance Units, shall also be accelerated as of effective date of the Change in Control and there shall be paid out to Participants within thirty (30) days following the effective date of the Change in Control a pro rata cash payment with the proration determined as a function of the length of time within the Performance Period(s) which has elapsed prior to the Change in Control, and based on an assumed achievement of all relevant targeted performance goals; provided, however, that if an Option or Share of Restricted Stock granted on or after May 8, 2002 becomes exercisable or vests only after either (i) a minimum fixed period of employment or service (the duration of which is determined by the Committee at the time of the grant of the Award) or (ii) the earlier achievement of a performance-related goal, its exercisability or vesting shall not automatically accelerate in full in accordance with Article 13 (a) or (b) above, but may accelerate if and to the extent provided in the applicable Award Agreement.

Article 14. Amendment, Modification, and Termination

14.1 Amendment, Modification, and Termination. Subject to the terms of the Program, including Section 14.2, the Board may at any time and from time to time, alter, amend, suspend or terminate the Program in whole or in part and the Committee may amend Awards previously granted under the Program.

14.2 Awards Previously Granted. Notwithstanding any provision of the Program or of any Award Agreement to the contrary (but subject to Section 6.10 hereof), no termination, amendment, or modification of the Program or amendment of an Award previously granted under the Program shall adversely affect in any material way any Award previously granted under the Program, without the express consent of the Participant holding such Award.

Article 15. Compliance with Applicable Law and Withholding

15.1 General. The granting of Awards and the issuance of Shares under the Program shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. Notwithstanding anything to the contrary in the Program or any Award Agreement, the following shall apply:

(a): The Company shall have no obligation to issue any Shares under the Program if such issuance would violate any applicable law or any applicable regulation or requirement of any securities exchange or similar entity.

(b): Prior to the issuance of any Shares under the Program, the Company may require a written statement that the recipient is acquiring the Shares for investment and not for the purpose or with the intention of distributing the Shares and that the recipient will not dispose of them in violation of the registration requirements of the Securities Act of 1933.
(c): With respect to any person who is subject to Section 16(a) of the Exchange Act, the Committee may, at any time, add such conditions and limitations to any incentive or payment under the Program or implement procedures for the administration of the Program which it deems necessary or desirable to comply with the requirements of Rule 16b-3 of the Exchange Act.
(d): If, at any time, the Company, determines that the listing, registration, or qualification (or any updating of any such document) of any Award, or the Shares issuable pursuant thereto, is necessary on any securities exchange or under any federal or state securities or blue sky law, or that the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, any Award, the issuance of Shares pursuant to any Award, or the removal of any restrictions imposed on Shares subject to an Award, such Award shall not be granted and the Shares shall not be issued or such restrictions shall not be removed, as the case may be, in whole or in part, unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Company.

15.2 Securities Law Compliance. With respect to Insiders, transactions under this Program are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the 1934 Act. To the extent any provision of the Program or action by the Committee or the Board fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Board.

15.3 Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy all federal, state, local and foreign taxes required by law or regulation to be withheld with respect to any taxable event arising as a result of this Program.

15.4 Share Withholding. Awards payable in Shares may provide that with respect to withholding required upon any taxable event arising thereunder, Participants may elect to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares to satisfy their withholding tax obligations; provided that Participants may only elect to have Shares withheld having a Fair Market Value on the date the tax is to be determined equal to or less than the minimum withholding tax which could be imposed on the transaction. All elections shall be irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations, including prior Committee approval, that the Committee, in its sole discretion, deems appropriate.

Article 16. Indemnification

Each person who is or shall have been a member of the Committee, or of the Board, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Program and against and from any and all amounts paid by him or her in settlement thereof, with the Company's approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such

persons may be entitled under the Company's Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

Article 17. Successors

All obligations of the Company under the Program with respect to Awards granted hereunder shall, to the extent legally permissible, be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

Article 18. Legal Construction

18.1 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

18.2 Severability. In the event any provision of the Program shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Program, and the Program shall be construed and enforced as if the illegal or invalid provision had not been included.

18.3 Governing Law. To the extent not preempted by federal law, the Program, and all Award or other agreements hereunder, shall be construed in accordance with and governed by the laws of the state of Delaware without giving effect to principles of conflicts of laws.

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Long-Term Stock Incentive Compensation Program (as amended and restated February 20, 2003)
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Edwards Lifesciences Corporation Long-Term Stock Incentive Compensation Program (as amended and restated February 20, 2003)

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Exhibit 10.4

EDWARDS LIFESCIENCES CORPORATION
2001 EMPLOYEE STOCK PURCHASE PLAN
FOR UNITED STATES EMPLOYEES

(As Amended and Restated on February 20, 2003)

Edwards Lifesciences Corporation
2001 Employee Stock Purchase Plan
For United States Employees

(As Amended and Restated on February 20, 2003)

ARTICLE I—PURPOSE

1.01. Purpose

The Edwards Lifesciences Corporation 2001 Employee Stock Purchase Plan for United States Employees is intended to provide a method whereby employees of Edwards Lifesciences Corporation (the "Company") and its participating subsidiary companies authorized by the Committee (or an officer designated by the Committee pursuant to Section 9.02) to extend the benefits of the Plan to their Eligible Employees will have an opportunity to acquire a proprietary interest in the Company through the purchase of shares of the Company's common stock. It is the intention of the Company to have the Plan qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan shall be construed so as to extend and limit participation in a manner consistent with the requirements of Code Section 423.

The Plan was initially adopted by the Board on February 8, 2001, and subsequently approved by the stockholders on May 10, 2001. The Plan was subsequently amended and restated by the Board on February 20, 2003.

ARTICLE II—DEFINITIONS

2.01. Base Pay

"Base Pay" shall mean regular straight-time earnings plus commissions and payments in lieu of regular earnings (such as vacation, sick pay and holiday pay). In the case of a part-time hourly employee, such employee's base pay during an Offering shall be determined by multiplying such employee's hourly rate of pay by the number of regularly scheduled hours of work for such employee during such Offering.

2.02. Change in Control

"Change in Control" of the Company shall mean the occurrence of any one of the following events:

(a): Any "Person", as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, and any trustee or other fiduciary holding securities under an employee benefit plan of the Company or such proportionately owned corporation), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company's then outstanding securities; or
(b): During any period of not more than twenty-four (24) months, individuals who at the beginning of such period constitute the Board of Directors of the Company, and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in Sections 2.02(a), 2.02(c), or 2.02(d) of this Section 2.02) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds ( ² / 3 ) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; or
(c): The consummation of a merger or consolidation of the Company with any other entity, other than: (i) a merger or consolidation which would result in the voting securities of the Company

outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than sixty percent (60%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person acquires more than thirty percent (30%) of the combined voting power of the Company's then outstanding securities; or

(d): The Company's stockholders approve a plan of complete liquidation or dissolution of the Company, or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets (or any transaction having a similar effect).

2.03. Code

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

2.04. Committee

"Committee" shall mean the individuals appointed by the Company to administer the Plan as described in Article IX.

2.05. Company

"Company" shall mean Edwards Lifesciences Corporation.

2.06. Corporate Affiliate

"Corporate Affiliate" shall mean any parent or subsidiary corporation or limited liability company of the Company (as determined in accordance with Code section 424), whether now existing or subsequently established.

2.07. Eligible Employee

"Eligible Employee" means, unless local laws prohibit such employee's participation in the Plan, any regular employee of a Participating Company who is scheduled to work 20 or more hours per week.

2.08. Enrollment Period

"Enrollment Period" shall mean with respect to any Offering, the period designated by the Committee prior to such Offering during which Eligible Employees may authorize payroll deductions through a Subscription. Unless the Committee determines otherwise, the Enrollment Period with respect to any Offering shall end on the twenty-fifth day of the month immediately preceding the Offering Commencement Date and any Subscription received after such date shall be deemed to be an enrollment in the next following Offering.

2.09. Exchange Act

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time, or any successor thereto.

2.10. Fair Market Value

The "Fair Market Value" of a share of Stock on a given day shall be determined as follows: (i) if the Stock is listed on any established stock exchange or a national market system (a) for any date of determination except the Purchase Date, Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sale is reported) as quoted on such exchange or system for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable; (b) for the Purchase Date, Fair Market Value shall be

the closing sales price for such stock (or the closing bid, if no sale is reported) as quoted on such exchange or system on the Purchase Date, as reported in The Wall Street Journal or such other source as the Committee deems reliable, or (ii) in the absence of an established market for the Stock, the Fair Market Value thereof shall be determined in good faith by the Committee.

2.11. Offering

"Offering" shall mean the quarterly offering of the Company's Stock, the duration of which shall not exceed twenty seven (27) months.

2.12. Offering Commencement Date

"Offering Commencement Date" shall mean June 1, 2001 and, unless determined otherwise by the Committee, the first day of each calendar quarter thereafter.

2.13. Offering End Date

"Offering End Date" shall mean, with respect to each Offering, the day preceding the second annual anniversary of the Offering Commencement Date for such Offering, unless determined otherwise by the Committee prior to the Offering Commencement Date or such date as determined pursuant to Section 6.04.

2.14. Participant

"Participant" shall mean an Eligible Employee who has elected to participate in an Offering by entering a Subscription during the Enrollment Period for such Offering.

2.15. Participating Company

"Participating Company" shall mean the Company and each Corporate Affiliate as may be authorized from time to time by the Committee to extend the benefits of the Plan to their Eligible Employees.

2.16. Plan

"Plan" shall mean the Edwards Lifesciences Corporation 2001 Employee Stock Purchase Plan for United States Employees, as amended from time to time.

2.17. Purchase Date

"Purchase Date" shall mean with respect to any Offering, the last day of each calendar quarter (or such other dates determined by the Committee prior to the Offering Commencement Date or pursuant to Section 6.04) during the period beginning with the Offering Commencement Date for such Offering and ending with the Offering End Date; provided, however, if any such day is not a business day, the Purchase Date shall be the next preceding business date on which shares of Stock are traded.

2.18. Stock

"Stock" shall mean the common stock, par value $1.00, of the Company.

2.19. Subscription

"Subscription" shall mean an Eligible Employee's authorization for payroll deductions made in the form and manner specified by the Committee (which may include enrollment by submitting forms, by voice response, internet access or other electronic means). Unless withdrawn earlier in accordance with Section 6.02, each Subscription shall be in effect for the duration of the Offering to which it applies. No more than one Subscription may be in effect for an Eligible Employee during any calendar quarter.

ARTICLE III—ELIGIBILITY AND PARTICIPATION

3.01. Initial Eligibility

Any individual who is an Eligible Employee on an Offering Commencement Date shall be eligible to participate in the Offering commencing on such date, subject to the terms and conditions of the Plan.

3.02. Leave of Absence

For purposes of participation in the Plan, a Participant on a leave of absence shall be deemed to be an employee for a period of up to 90 days or, if longer, during the period the Participant's right to reemployment is guaranteed by statute or contract. If the leave of absence is paid, deductions authorized under any Subscription in effect at the time the leave began will continue. If the leave of absence is unpaid, no deductions or contributions will be permitted during the leave. If such a Participant returns to active status within 90 days or the guaranteed reemployment period, as applicable, payroll deductions under the Subscription in effect at the time the leave began will automatically begin again upon the Participant's return to active status, unless the Subscription has expired. If the Participant does not return to active status within 90 days or the guaranteed reemployment period, as applicable, the Participant shall be treated as having terminated employment for all purposes of the Plan. If such terminated Participant later returns to active employment as an Eligible Employee or if a Participant returns to active employment as an Eligible Employee after the Subscription has expired, such individual will be treated as a new employee and will be eligible to participate in Offerings commencing after his or her reemployment date by filing a Subscription during the applicable Enrollment Period for such Offering.

3.03. Restrictions on Participation

Notwithstanding any provisions of the Plan to the contrary, no Eligible Employee shall be granted a right to purchase Stock:

(a): if, immediately after the grant, such employee would own Stock, and/or hold outstanding options to purchase Stock, possessing 5% or more of the total combined voting power or value of all classes of the Company's stock (for purposes of this paragraph, the rules of Section 424(d) of the Code shall apply in determining stock ownership of any employee); or
(b): which permits the employee's rights to purchase Stock under all employee stock purchase plans of the Company to accrue at a rate which exceeds $25,000 in Fair Market Value of the Stock (determined at the time such right to purchase Stock is granted) for each calendar year in which such right is outstanding.

Further, with respect to any Offering, in no event shall an employee be granted a right to purchase in excess of 10,000 shares of Stock, subject to adjustment pursuant to Section 10.03.

3.04. Commencement of Participation

An Eligible Employee may become a Participant in any Offering by entering a Subscription during the Enrollment Period for such Offering. Payroll deductions for such Offering shall commence on the applicable Offering Commencement Date and shall end on the applicable Offering End Date unless withdrawn by the Participant or sooner terminated in accordance with Article VII. Only one Subscription may be in effect with respect to any Participant at any one time.

3.05. Participation After Rehire

for that Offering, the Subscription will not be reinstated and the Eligible Employee will not be allowed to again make payroll deductions under such Offering. The Eligible Employee may elect to participate in Offerings commencing after his or her reemployment date by entering a Subscription during the applicable Enrollment Period for such Offering. Notwithstanding the foregoing, an Eligible Employee's transfer from one Participating Company to another shall not terminate such Eligible Employee's Subscription.

3.06. International Employees/International Transfers

Eligible Employees who transfer to a Participating Company from a subsidiary of the Company participating in the Company's stock purchase plan for international employees may not participate in Offerings which had an Offering Commencement Date prior to such transfer. Such Eligible Employee may participate in Offerings commencing after such transfer by entering a Subscription during the applicable Enrollment Period for such Offering.

A Participant who transfers from a Participating Company to either a Corporate Affiliate that is not a Participating Company or a location that, by local law, prohibits participation in any of the Company's stock purchase plans will be treated as a terminated Participant under this Plan.

ARTICLE IV—OFFERINGS

4.01. Quarterly Offerings

The Plan commenced with an Offering beginning on June 1, 2001 and, unless determined otherwise by the Committee, will continue in operation with a new Offering commencing on the first day of each calendar quarter thereafter. Eligible Employees may not have in effect more than one Subscription at a time.

Participants may subscribe to any Offering by entering a Subscription during the Enrollment Period for such Offering in such manner as the Committee may prescribe (which may include enrollment by submitting forms, by voice response, internet access or other electronic means).

A Subscription that is in effect on an Offering End Date will automatically be deemed to be a Subscription for the Offering that commences immediately following such Offering End Date, provided that the Participant is still an Eligible Employee and has not withdrawn the Subscription. Under the foregoing automatic enrollment provisions, payroll deductions will continue at the level in effect immediately prior to the new Offering Commencement Date, unless changed in advance by the Participant in accordance with Section 5.03.

4.02. Purchase Price

The purchase price per share of Stock under each Offering shall be the lower of:

(a): 85% of the Fair Market Value of the Stock on the Offering Commencement Date; or
(b): 85% of the Fair Market Value of the Stock on the Purchase Date.

Such purchase price may only be paid with accumulated payroll deductions in accordance with Article V.

4.03. Automatic Transfer to New Offering

Should the Fair Market Value per share of Stock on any Purchase Date within a particular Offering be less than the Fair Market Value per share of Stock on the Offering Commencement Date of that Offering, then the individuals participating in such Offering shall, immediately after the purchase of shares of Stock on their behalf on such Purchase Date, be transferred from that Offering and automatically enrolled in the next Offering commencing immediately after such Purchase Date, unless the Participant elects otherwise. Under the foregoing automatic enrollment provisions, payroll

deductions will continue at the level in effect immediately prior to the new Offering Commencement Date, unless changed in advance by the Participant in accordance with Section 5.03.

ARTICLE V—PAYROLL DEDUCTIONS

5.01. Amount of Deduction

An Eligible Employee's Subscription shall authorize payroll deductions at a rate, in whole percentages, of no less than 1% and no more than 12% of Base Pay on each payday that the Subscription is in effect.

5.02. Participant's Account

All payroll deductions made with respect to a Participant shall be credited to his or her recordkeeping account under the Plan. A Participant may not make any separate cash payment into such account. No interest will accrue or be paid on any amount withheld from a Participant's pay under the Plan or credited to the Participant's account. Except as otherwise provided in this Section 5.02, all amounts in a Participant's account will be used to purchase whole shares of Stock and no cash refunds shall be made from such account. Any amounts that are insufficient to purchase whole shares shall be credited to the Participant's account, and added to any fractional amounts resulting on subsequent Purchase Dates. Upon liquidation or other closing of a Participant's account, any fractional amounts shall be paid in cash to the Participant based on the then current Fair Market Value of the Stock. In addition, any amounts that are withheld but unable to be applied to the purchase of Stock because of the limitations of Section 3.03 shall be returned to the Participant without interest and will not be used to purchase shares with respect to any other Offering under the Plan.

5.03. Changes in Payroll Deductions

During an Offering, a Participant may change his or her level of payroll deduction with respect to such Offering within the limits described in Section 5.01 in accordance with procedures established by the Committee (including, without limitation, rules relating to the frequency of such changes); provided, however, if the Participant reduces his or her payroll deductions to zero, it shall be deemed to be a withdrawal of the Subscription and the Participant may not thereafter participate in such Offering but must wait until the next Offering to resubscribe to the Plan. Any such discontinuance or change in level shall be effective as soon as administratively practicable.

ARTICLE VI—EXERCISE OF RIGHTS TO PURCHASE STOCK

6.01. Automatic Exercise

6.02. Withdrawal From Offering

6.03. Delivery of Stock

Stock purchases under the Plan will be held in an account in the Participant's name in uncertificated form unless certification is requested by the Participant. Furthermore, Stock to be delivered to a Participant under the Plan will be registered in the name of the Participant.

6.04. Change in Control

If pursuant to a Change in Control rights to purchase Stock are not assumed or otherwise continued in full force and effect, then each right to purchase Stock under each Offering in effect at the time of the Change in Control shall automatically be exercised, immediately prior to the effective date of any Change in Control, by applying the payroll deductions of each Participant for the Offering in which such Change in Control occurs to the purchase of whole shares of Stock at a purchase price per share equal to eighty-five percent (85%) of the lower of (i) the Fair Market Value per share of Stock on the start date of the applicable Offering or (ii) the Fair Market Value per share of Stock immediately prior to the effective date of such Change in Control.

ARTICLE VII—WITHDRAWAL

7.01. Effect on Subsequent Participation

A Participant's election to withdraw from any Offering will not have any effect upon the Participant's eligibility to participate in any succeeding Offering or in any similar plan which may hereafter be adopted by the Company.

7.02. Termination of Employment

Subject to the following provisions of this Section 7.02, upon termination of the Participant's employment for any reason that results in the Participant not qualifying as an Eligible Employee, any Subscription then in effect will be deemed to have been withdrawn and any payroll deductions credited to the Participant's account will be used to purchase Stock on the next Purchase Date for the Offering with respect to which such deductions relate. Notwithstanding the foregoing, if the Participant has a Subscription in effect on the Participant's termination of employment, payroll deductions (at the rate in effect on the termination date) shall continue to be made from Base Pay earned prior to termination of employment, if any, that is paid to the Participant after such termination of employment and before the earlier of (i) the three-month anniversary of such termination of employment, or (ii) the Offering End Date of such Offering. Any such payroll deduction shall be used to purchase Stock on the next Purchase Date for the Offering after the deduction is made.

ARTICLE VIII—STOCK

8.01. Maximum Shares

The maximum number of shares which may be issued under the Plan, subject to adjustment upon changes in capitalization of the Company as provided in Section 10.03, shall be 1,500,000 shares. If the total number of shares for which rights to purchase Stock are exercised on any Purchase Date exceeds the maximum number of shares available for issuance, the Company shall make a pro rata allocation of the shares available for delivery and distribution in as nearly a uniform manner as shall be practicable and as it shall determine to be equitable, and the balance of payroll deductions credited to the account of each Participant under the Plan shall be returned to him as promptly as possible.

8.02. Participant's Interest in Rights to Purchase Stock

The Participant will have no interest in Stock covered by a right to purchase Stock under the Plan until such right has been exercised.

ARTICLE IX—ADMINISTRATION

9.01. Appointment of Committee

The Company's Board of Directors shall appoint a Committee to administer the Plan. No member of the Committee who is not an Eligible Employee shall be eligible to purchase Stock under the Plan.

9.02. Authority of Committee

Subject to the express provisions of the Plan, the Committee shall have plenary authority in its discretion to interpret and construe any and all provisions of the Plan, to adopt rules and regulations for administering the Plan , and to make all other determinations deemed necessary or advisable for administering the Plan. The Committee's determination on the foregoing matters shall be conclusive. The Committee shall also have the authority to determine if and when the employees of Corporate Affiliates organized or acquired after the Effective Date shall be eligible for participation in the Plan. The Committee may delegate to an officer its authority under this Section 9.02 to determine if and when the employees of a Corporate Affiliate shall be eligible or ineligible for participation in the Plan.

9.03. Rules Governing the Administration of the Committee

The Company's Board of Directors may from time to time appoint members of the Committee in substitution for or in addition to members previously appointed and may fill vacancies, however caused, in the Committee. The Committee may select one of its members as its Chairman and shall hold its meetings at such times and places as it shall deem advisable and may hold telephonic meetings. A majority of its members shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members. The Committee may correct any defect or omission or reconcile any inconsistency in the Plan, in the manner and to the extent it shall deem desirable. Any decision or determination reduced to writing and signed by a majority of the members of the Committee shall be as fully effective as if it had been made by a majority vote at a meeting duly called and held. The Committee may appoint a secretary and shall make such rules and regulations for the conduct of its business as it shall deem advisable.

9.04. Statements

Each Participant shall receive a statement of his account showing the number of shares of Stock held and the amount of cash credited to such account. Such statements will be provided as soon as administratively feasible following the end of each calendar quarter.

ARTICLE X—MISCELLANEOUS

10.01. Transferability

Neither payroll deductions credited to a Participant's account nor any rights with regard to the exercise of a right to purchase Stock or to receive Stock under the Plan may be assigned, transferred, pledged, or otherwise disposed of in any way by the Participant other than by will or the laws of descent and distribution. Any such attempted assignment, transfer, pledge or other disposition shall be without effect. During a Participant's lifetime, rights to purchase Stock that are held by such Participant shall be exercisable only by that Participant.

10.02. Use of Funds

10.03. Adjustment Upon Changes in Capitalization

In the event of a stock split, stock dividend, recapitalization, reclassification or combination of shares, merger, spin-off or similar event, the Committee shall adjust equitably (a) the number and class of shares or other securities that are reserved for sale under the Plan, (b) the number and class of shares or other securities that are subject to outstanding rights to purchase Stock, (c) the maximum number of shares of Stock that can be purchased by a Participant with respect to any Offering and (d) the appropriate market value and other price determinations applicable to rights to purchase Stock. The Committee shall make all determinations under this Section 10.03, and all such determinations shall be conclusive and binding.

10.04. Amendment and Termination

The Company's Board of Directors shall have complete power and authority to terminate or amend the Plan at any time and for any reason; provided, however, that the Company's Board of Directors shall not, without the approval of the stockholders of the Company in accordance with Section 423 of the Code, (i) increase the maximum number of shares which may be issued under any Offering (except pursuant to Section 10.03); (ii) amend the requirements as to the class of employees eligible to purchase stock under the Plan; or (iii) permit members of the Committee who are not Eligible Employees to purchase stock under the Plan.

Upon termination of the Plan, the date of termination shall be considered a Purchase Date, and any cash remaining in Participant accounts will be applied to the purchase of Stock, unless determined otherwise by the Company's Board of Directors. Upon termination of the Plan, the Company's Board of Directors shall have authority to establish administrative procedures regarding the exercise of outstanding rights to purchase Stock or to determine that such rights shall not be exercised.

10.05. Effective Date

This Plan became effective as of June 1, 2001.

10.06. No Employment Rights

The Plan does not, directly or indirectly, create in any employee or class of employees any right with respect to continuation of employment with the Company or any Corporate Affiliate, and it shall not be deemed to interfere in any way with the right of the Company or any Corporate Affiliate employing such person to terminate, or otherwise modify, an employee's employment at any time.

10.07. Effect of Plan

The provisions of the Plan shall, in accordance with its terms, be binding upon, and inure to the benefit of, all successors of each employee participating in the Plan, including, without limitation, such employee's estate and the executors, administrators or trustees thereof, heirs and legatees, and any receiver, trustee in bankruptcy or representative of creditors of such employee.

10.08. Governing Law

The law of the State of California will govern all matters relating to this Plan except to the extent it is superseded by the laws of the United States.

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EDWARDS LIFESCIENCES CORPORATION 2001 EMPLOYEE STOCK PURCHASE PLAN FOR UNITED STATES EMPLOYEES (As Amended and Restated on February 20, 2003)

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Exhibit 10.5

EDWARDS LIFESCIENCES CORPORATION
2001 EMPLOYEE STOCK PURCHASE PLAN
FOR INTERNATIONAL EMPLOYEES

(As Amended and Restated on February 20, 2003)

Edwards Lifesciences Corporation
2001 Employee Stock Purchase Plan
For International Employees

(As Amended and Restated on February 20, 2003)

ARTICLE I—PURPOSE

1.01. Purpose

The Edwards Lifesciences Corporation 2001 Employee Stock Purchase Plan for International Employees is intended to provide a method whereby certain employees of participating subsidiary companies of Edwards Lifesciences Corporation (the "Company") authorized by the Committee (or an officer designated by the Committee pursuant to Section 9.02) to extend the benefits of the Plan to their Eligible Employees will have an opportunity to acquire a proprietary interest in the Company through the purchase of shares of the Company's common stock.

The Plan was initially adopted by the Board on February 8, 2001, and subsequently amended and restated by the Board on February 20, 2003.

ARTICLE II—DEFINITIONS

2.01. Base Pay

"Base Pay" shall mean regular straight-time earnings plus commissions (where legally permissible and administratively feasible) and payments in lieu of regular earnings and any legally mandated bonus or other pay. In the case of a part-time hourly employee, such employee's base pay during an Offering shall be determined by multiplying such employee's hourly rate of pay by the number of regularly scheduled hours of work for such employee during such Offering.

2.02. Change in Control

"Change in Control" of the Company shall mean the occurrence of any one of the following events:

(a): Any "Person", as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, and any trustee or other fiduciary holding securities under an employee benefit plan of the Company or such proportionately owned corporation), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company's then outstanding securities; or
(b): During any period of not more than twenty-four (24) months, individuals who at the beginning of such period constitute the Board of Directors of the Company, and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in Sections 2.02(a), 2.02(c), or 2.02(d) of this Section 2.02) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds ( ² / 3 ) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; or
(c): The consummation of a merger or consolidation of the Company with any other entity, other than: (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than sixty percent (60%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar

transaction) in which no Person acquires more than thirty percent (30%) of the combined voting power of the Company's then outstanding securities; or

(d): The Company's stockholders approve a plan of complete liquidation or dissolution of the Company, or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets (or any transaction having a similar effect).

2.03. Code

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

2.04. Committee

"Committee" shall mean the individuals appointed by the Company to administer the Plan as described in Article IX.

2.05. Company

"Company" shall mean Edwards Lifesciences Corporation.

2.06. Corporate Affiliate

"Corporate Affiliate" shall mean any parent or subsidiary corporation or limited liability company of the Company (as determined in accordance with Code section 424) whether now existing or subsequently established.

2.07. Conversion Rate

"Conversion Rate" shall mean with respect to any non-United States currency, the rate established by the Company's Corporate Treasury Department for purposes of converting such currency to United States dollars.

2.08. Eligible Employee

"Eligible Employee" means, unless local laws prohibit such employee's participation in the Plan, any regular employee of a Participating Company who is scheduled to work 20 or more hours per week. Eligible Employee shall also mean any other employee of a Participating Company to the extent that local law requires the Plan to be extended to such employee. The Committee shall designate the subsidiaries that shall be eligible to participate in the Plan.

2.09. Enrollment Period

2.10. Exchange Act

"Exchange Act" shall mean the United States Securities Exchange Act of 1934, as amended from time to time, or any successor thereto.

2.11. Fair Market Value

The "Fair Market Value" of a share of Stock on a given day shall be determined as follows: (i) if the Stock is listed on any established stock exchange or a national market system, (a) for any date of determination except the Purchase Date, Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sale is reported) as quoted on such exchange or system for the last

market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable; (b) for the Purchase Date, Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sale is reported) as quoted on such exchange or system on the Purchase Date, as reported in The Wall Street Journal or such other source as the Committee deems reliable, or (ii) in the absence of an established market for the Stock, the Fair Market Value thereof shall be determined in good faith by the Committee.

2.12. Offering

"Offering" shall mean the quarterly offering of the Company's Stock, the duration of which shall not exceed twenty seven (27) months.

2.13. Offering Commencement Date

"Offering Commencement Date" shall mean June 1, 2001 and, unless determined otherwise by the Committee, the first day of each calendar quarter thereafter.

2.14. Offering End Date

2.15. Participant

"Participant" shall mean an Eligible Employee who has elected to participate in an Offering by entering a Subscription during the Enrollment Period for such Offering.

2.16. Participating Company

"Participating Company" shall mean each Corporate Affiliate as may be authorized from time to time by the Committee to extend the benefits of the Plan to their Eligible Employees.

2.17. Plan

"Plan" shall mean the Edwards Lifesciences Corporation 2001 Employee Stock Purchase Plan for International Employees, as amended from time to time.

2.18. Purchase Date

2.19. Stock

"Stock" shall mean the common stock, par value $1.00, of the Company.

2.20. Subscription

ARTICLE III—ELIGIBILITY AND PARTICIPATION

3.01. Initial Eligibility

Any individual who is an Eligible Employee on an Offering Commencement Date shall be eligible to participate in the Offering commencing on such date, subject to the terms and conditions of the Plan.

3.02. Leave of Absence

3.03. Restrictions on Participation

Notwithstanding any provisions of the Plan to the contrary, no Eligible Employee shall be granted a right to purchase Stock: (a) if, immediately after the grant, such employee would own Stock, and/or hold outstanding options to purchase Stock, possessing 5% or more of the total combined voting power or value of all classes of the Company's stock (for purposes of this paragraph, the rules of Section 424(d) of the Code shall apply in determining stock ownership of any employee); or (b) which permits the employee's rights to purchase Stock under all employee stock purchase plans of the Company to accrue at a rate which exceeds $25,000 in Fair Market Value of the Stock (determined at the time such right to purchase Stock is granted) for each calendar year in which such right is outstanding.

Further, with respect to any Offering, in no event shall an employee be granted a right to purchase in excess of 10,000 shares of Stock, subject to adjustment pursuant to Section 10.03.

3.04. Commencement of Participation

3.05. Participation After Rehire

An Eligible Employee's Subscription will automatically terminate on the date he or she is no longer an employee of any Participating Company. If the Eligible Employee terminates employment with a Subscription in effect with respect to an Offering and is rehired prior to the Offering End Date for that Offering, the Subscription will not be reinstated and the Eligible Employee will not be allowed to again make payroll deductions under such Offering. The Eligible Employee may elect to participate

in Offerings commencing after his or her reemployment date by entering a Subscription during the applicable Enrollment Period for such Offering. Notwithstanding the foregoing, an Eligible Employee's transfer from one Participating Company to another shall not terminate such Eligible Employee's Subscription.

3.06. United States Employees/United States Transfers

Eligible Employees who transfer to a Participating Company from a subsidiary of the Company participating in the Company's stock purchase plan for United States employees may not participate in Offerings which had an Offering Commencement Date prior to such transfer. Such Eligible Employee may participate in Offerings commencing after such transfer by entering a Subscription during the applicable Enrollment Period for such Offering.

A Participant who transfers from a Participating Company to either the Company, a Corporate Affiliate that is not a Participating Company, or a location that, by local law, prohibits participation in any of the Company's stock purchase plans will be treated as a terminated Participant under this Plan.

ARTICLE IV—OFFERINGS

4.01. Quarterly Offerings

4.02. Purchase Price

The purchase price per share of Stock under each Offering shall be the lower of:

(a): 85% of the Fair Market Value of the Stock on the Offering Commencement Date; or
(b): 85% of the Fair Market Value of the Stock on the Purchase Date.

Such purchase price may only be paid with accumulated payroll deductions in accordance with Article V.

4.03. Automatic Transfer to New Offering

ARTICLE V—PAYROLL DEDUCTIONS

5.01. Amount of Deduction

5.02. Participant's Account

5.03. Changes in Payroll Deductions

ARTICLE VI—EXERCISE OF RIGHTS TO PURCHASE STOCK

6.01. Automatic Exercise

A Participant's right to purchase Stock with respect to any Offering will be automatically exercised on each Purchase Date for the Offering. The right to purchase Stock will be exercised by using the accumulated payroll deductions in the Participant's account as of each such Purchase Date to purchase the number of whole shares of Stock that may be purchased at the purchase price on such date, determined in accordance with Section 4.02. If the Participant is paid in a non-United States currency, the Participant's accumulated payroll deductions shall be converted into United States dollars using the Conversion Rate in effect on the Purchase Date.

6.02. Withdrawal From Offering

A Participant may not withdraw the accumulated payroll deductions in his or her account during an Offering. If the Participant withdraws his or her Subscription with respect to any Offering, the accumulated payroll deductions in the Participant's account at the time the Subscription is withdrawn will be used to purchase shares of Stock at the next Purchase Date for the Offering to which the Subscription related, in accordance with Section 6.01. Notwithstanding the foregoing, in the event a Participant withdraws his or her Subscription with respect to an Offering and terminates his or her employment prior to the next Purchase Date for which the Participant's accumulated payroll deductions would be used to purchase shares of Stock, then Participant's accumulated payroll deductions shall be refunded to Participant in accordance with Section 7.02.

6.03. Delivery of Stock

6.04. Change in Control

ARTICLE VII—WITHDRAWAL

7.01. Effect on Subsequent Participation

7.02. Termination of Employment

Upon termination of the Participant's employment for any reason that results in the Participant not qualifying as an Eligible Employee, any Subscription then in effect will be deemed to have been withdrawn and any payroll deductions credited to the Participant's account will be promptly refunded to such Participant in the currency in which such Participant is paid by his or her Participating Company.

ARTICLE VIII—STOCK

8.01. Maximum Shares

The maximum number of shares which may be issued under the Plan, subject to adjustment upon changes in capitalization of the Company as provided in Section 10.03, shall be 650,000 shares. If the total number of shares for which rights to purchase Stock are exercised on any Purchase Date exceeds the maximum number of shares available for issuance, the Company shall make a pro rata allocation of the shares available for delivery and distribution in as nearly a uniform manner as shall be practicable and as it shall determine to be equitable, and the balance of payroll deductions credited to the account of each Participant under the Plan shall be returned to him as promptly as possible.

8.02. Participant's Interest in Rights to Purchase Stock

The Participant will have no interest in Stock covered by a right to purchase Stock under the Plan until such right has been exercised.

ARTICLE IX—ADMINISTRATION

9.01. Appointment of Committee

The Company's Board of Directors shall appoint a Committee to administer the Plan. No member of the Committee who is not an Eligible Employee shall be eligible to purchase Stock under the Plan.

9.02. Authority of Committee

9.03. Rules Governing the Administration of the Committee

9.04. Statements

ARTICLE X—MISCELLANEOUS

10.01. Transferability

10.02. Use of Funds

All payroll deductions received or held by the Participating Company under this Plan may be used by the Participating Company for any corporate purpose and the Participating Company shall not be obligated to segregate such payroll deductions; provided, however, such amounts shall be held in trust or otherwise segregated from the Participating Company's general assets to the extent required under local law.

10.03. Adjustment Upon Changes in Capitalization

In the event of a stock split, stock dividend, recapitalization, reclassification or combination of shares, merger, spin-off, or similar event, the Committee shall adjust equitably (a) the number and class of shares or other securities that are reserved for sale under the Plan, (b) the number and class of shares or other securities that are subject to outstanding rights to purchase Stock, (c) the maximum

number of shares of Stock that can be purchased by a Participant with respect to any Offering and (d) the appropriate market value and other price determinations applicable to rights to purchase Stock. The Committee shall make all determinations under this Section 10.03, and all such determinations shall be conclusive and binding.

10.04. Amendment and Termination

The Company's Board of Directors shall have complete power and authority to terminate or amend the Plan at any time and for any reason. Upon termination of the Plan, the date of termination shall be considered a Purchase Date, and any cash remaining in Participant accounts will be applied to the purchase of Stock, unless determined otherwise by the Company's Board of Directors. Upon termination of the Plan, the Company's Board of Directors shall have authority to establish administrative procedures regarding the exercise of outstanding rights to purchase Stock or to determine that such rights shall not be exercised.

10.05. Effective Date

This Plan became effective as of June 1, 2001.

10.06. No Employment Rights

10.07. Effect of Plan

10.08. Governing Law

The law of the State of California will govern all matters relating to this Plan except to the extent it is superseded by the laws of the United States.

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EDWARDS LIFESCIENCES CORPORATION 2001 EMPLOYEE STOCK PURCHASE PLAN FOR INTERNATIONAL EMPLOYEES (As Amended and Restated on February 20, 2003)

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Exhibit 10.6

EDWARDS LIFESCIENCES CORPORATION
EXECUTIVE OPTION PLAN

(As amended and restated through May 14, 2003)

ARTICLE I

Purpose and Effective Date

1.1. Purpose. The purpose of the Plan is to enable Edwards Lifesciences Corporation (the "Company") to attract, retain and reward key employees of the Company and its Affiliates by offering benefits to such individuals through the award of Options.

1.2. Effective Date. The "Effective Date" of the Plan shall be January 1, 2001. The Plan shall remain in effect until terminated in accordance with Article VII.

ARTICLE II

Definitions

When used in the Plan and initially capitalized, the following words and phrases shall have the meanings indicated:

2.1. "Affiliate" means any organization that together with the Company is a member of the same group of related organizations, as determined under Code Sections 414(b), (c), (m) and (o), and any other business, whether or not incorporated, in which the Company owns more than fifty percent (50%) of the combined voting power of the voting securities or voting interests of such business.

2.2. "Administrative Committee" means the Company's Administrative and Investment Committee , or any successor committee appointed by the Board.

2.3. "Board" means the Board of Directors of the Company.

2.4. "Cause" means, as determined by the Compensation Committee: (a) the Participant's willful and continued failure to substantially perform his duties with the Company or an Affiliate (other than any such failure resulting from Disability); (b) the Participant's willfully engaging in conduct that is demonstrably and materially injurious to the Company or an Affiliate, monetarily or otherwise; or (c) the Participant's having been convicted of a felony. For the purposes of this definition of "Cause," no act, or failure to act, on the Participant's part shall be deemed "willful" unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the action or omission was in the best interests of the Company or an Affiliate.

2.5. "Change in Control" means the occurrence of any one of the following events with respect to the Company:

(a) any "Person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") (other than the Company, any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, and any trustee or other fiduciary holding securities under an employee benefit plan of the Company or such proportionately owned corporation), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company's then outstanding securities; or

(b) during any period of not more than twenty-four (24) months, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in paragraphs (a), (c) or (d) of this Section 2.5) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds ( ² / 3 ) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; or

(c) the consummation of a merger or consolidation of the Company with any other entity, other than: (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than sixty percent (60%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person acquires more than thirty percent (30%) of the combined voting power of the Company's then outstanding securities; or

(d) the Company's stockholders approve a plan of complete liquidation or dissolution of the Company, or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets (or any transaction having a similar effect).

2.6. "Code" means the Internal Revenue Code of 1986, as amended.

2.7. "Compensation Committee" means the Company's Compensation and Planning Committee and or successor committee appointed by the Board.

2.8. "Disabled" or "Disability" means that the Participant is eligible for benefits under the long-term disability plan maintained by the Company or, if no such plan is maintained, "Disability" shall be determined by the Compensation Committee. A Participant shall not be considered Disabled unless the Compensation Committee determines that the Disability arose prior to such Participant's Termination Date.

2.9. "Eligible Individual" means an individual who is employed as a corporate officer of the Company and who is a U.S. employee or a U.S. expatriate. In addition, "Eligible Individual" means any other key employee of the Company or an Affiliate who is designated as an Eligible Individual by the Chief Executive Officer of the Company with the concurrence of the Compensation Committee.

2.10. "Employer Stock" means common stock of the Company.

2.11. "Fair Market Value" means, as of any date, with respect to a Mutual Fund Share, the closing net asset value of the applicable Mutual Fund Share, as reported in the Wall Street Journal (or other source of general publication selected by the Compensation Committee) for such date. However, if such date is not a business day, then Fair Market Value shall be determined based on the closing net asset value of such Mutual Fund Share on the most recent preceding business day. "Fair Market Value" means, as of any date, with respect to a share of Employer Stock, the closing sale price on the principal securities exchange on which such shares are traded on the last previous day on which a sale was reported.

2.12. "Grant Date" means the date specified by the Compensation Committee as of which an Option is awarded to a Participant.

2.13. "Immediate Family" means the Participant's spouse, children, stepchildren, sisters, brothers and grandchildren.

2.14. "Mutual Fund Share" means a share of an investment company registered under the Investment Company Act of 1940, as amended.

2.15. "Option" means the right to purchase from the Company designated Mutual Fund Shares or Employer Stock at a specified price, subject to the terms and conditions specified by the Compensation Committee.

2.16. "Participant" means an Eligible Individual who is granted an Option under the Plan pursuant to Article V. However, the grant to an Eligible Employee subject to the reporting requirements of Section 16 of the Exchange Act of an Option to purchase shares of Employer Stock must be approved by the Compensation Committee.

2.17. "Plan" means the Edwards Lifesciences Corporation Executive Option Plan, as amended from time to time.

2.18. "Retirement" means, unless otherwise defined in the applicable Option Agreement, any termination of a Participant's employment after age fifty-five (55) other than due to death, Disability or Cause, provided that such Participant has at least a combined ten (10) years of service with the Company and Baxter International Inc. A Participant's number of years of service with the Company and Baxter International Inc. shall be determined by calculating the number of complete twelve-month (12) periods of employment from the Participant's original date of hire as an employee or contractor with the Company or Baxter International Inc. to the Participant's date of employment termination. Employment or service with Baxter International Inc. shall be included for purposes of determining qualification for Retirement only to the extent that such employment or service immediately, and without any break, precedes employment or service with the Company.

2.19. "Shares" means either Mutual Fund Shares or shares of Employer Stock with respect to which an Option is granted. Shares subject to purchase under the Plan will be acquired by the Company in the open market.

2.20. "Termination Date" means the date the Participant both ceases to be an employee of the Company and its Affiliates and ceases to perform material services for the Company and its Affiliates, including, but not limited to, advisory or consulting services or services as a member of the Board.

ARTICLE III

Administration

3.1. Authority of Compensation Committee. The Compensation Committee shall have the authority to construe and interpret the Plan; to establish, amend or waive rules and regulations for its administration; to select the Shares that will be subject to the Options, and to accelerate the exercisability of any Option or the termination of any restriction under any Option. Options may be subject to such provisions as the Compensation Committee shall deem advisable, and may be amended by the Compensation Committee from time to time. Notwithstanding the foregoing, the Compensation Committee may delegate its power and authority under the Plan to the Administrative Committee; provided, however , the Compensation Committee may not delegate its power and authority with respect to the selection for participation in the Plan of an officer or other person subject to Section 16 of the Exchange Act or decisions concerning the timing, pricing or amount of an Option award to such officer or other person. The Board may exercise any power or authority granted to the Compensation Committee or the Administrative Committee hereunder.

3.2. Powers of the Compensation Committee. The Compensation Committee may employ such legal counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. The Compensation Committee also may choose to delegate to one or more individuals, who may be employees of the Company (or of one or more Affiliates), the implementation or administration of matters decided with respect to the Plan by the Compensation Committee under Section 3.1.

3.3. Indemnification. No member of the Board or the Compensation Committee (including any employee of the Company and its Affiliates to whom the Compensation Committee delegates implementation or administrative responsibility under Section 3.2) shall be liable for any action or determination made in good faith with respect to the Plan or any Option awarded under it. To the maximum extent permitted by applicable law, each such member shall be indemnified and held harmless by the Company against any cost or expense (including legal fees) or liability (including any sum paid in settlement of a claim with the approval of the Company) arising out of any act or omission to act in connection with the Plan, unless arising out of such member's own fraud or bad faith. Such indemnification shall be in addition to any rights of indemnification the members may have as employees of the Company, as members of the Board or under the bylaws of the Company.

ARTICLE IV

Property Subject to Option

4.1 Property Subject to Option. The Compensation Committee, in its sole discretion, shall designate the type of Shares with respect to which Options may be granted under the Plan. Subject to adjustment for certain changes in the Company's capitalization as described below, the number of Shares of Employer Stock reserved for delivery to Participants under the Plan shall be ninety-five thousand (95,000) Shares. In the event of the termination (by reason of forfeiture, expiration, cancellation, surrender, or otherwise) of any Option to purchase Shares of Employer Stock granted under the Plan, that number of Shares of Employer Stock that was subject to the Option (or, if the entire Option is not terminated, that portion of the Option that was terminated) shall again be available for grant as an Option under the Plan. The following Shares of Employer Stock shall not be available for reissuance under the Plan: (i) Shares of Employer Stock that are withheld from any Option in payment of the Option exercise price or to satisfy tax withholding obligations, (ii) Shares of Employer Stock which are surrendered to fulfill tax obligations incurred under the Plan and (iii) Shares of Employer Stock which are surrendered in payment of the of the Option exercise price upon exercise of an Option.

In the event of any change in corporate capitalization of an issuer of the Shares, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the applicable issuer of the Shares, any reorganization (whether or not such reorganization comes within the definition of such term in Code Section 368) or any partial or complete liquidation of the issuer of the Shares, such adjustment shall be made in the number and class of Shares which may be delivered under this Section 4.1, in the number and class of and/or price of Shares subject to outstanding Options granted under the Plan, as shall be determined to be appropriate and equitable by the Compensation Committee, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that the number of Shares subject to any Options shall always be a whole number. In a stock-for-stock acquisition of the Company, the Compensation Committee may, in its sole discretion, substitute securities of another issuer for any Shares of Employer Stock subject to outstanding Options.

4.2. Dividends and Distributions. In the event that a dividend or distribution is paid with respect to a Share subject to an outstanding Option, the Compensation Committee shall reinvest such dividend or distribution in additional Shares of the same or similar type. Any property acquired through reinvestment of dividends or distributions will be subject to a new Option granted to the Participant as soon as administratively feasible following the close of the calendar quarter in which such dividend or distribution is received. Such new Option shall be subject to the same terms, including vesting, as the Option pursuant to which the dividend or distribution was received.

4.3. Substitution of Option Property. The Compensation Committee, in its sole discretion, may substitute Shares with an equal Fair Market Value for any Shares subject to an outstanding Option.

ARTICLE V

Option Awards

5.1. Awards. The Compensation Committee shall determine the type and number of Shares that shall be subject to each Option granted under the Plan, and the Grant Date with respect to each such Option.

5.2. Terms and Conditions of Options. Each Option granted under the Plan shall be subject to the following terms and conditions, and such other terms and conditions as the Compensation Committee deems appropriate.

(a) Vesting of Options. Exercise of an Option is contingent on satisfaction of the vesting conditions, if any, established by the Compensation Committee with respect to such Option at the time of grant. Such conditions may include, but are not limited to, completion of a specified period of service or achievement of performance goals. Unless the Compensation Committee determines otherwise, Options shall become fully vested and exercisable upon death or Disability of the Participant or a Change in Control of the Company. Options shall also become fully vested upon the Participant's Retirement, although in such an event, Options may not be exercised prior to the date the Options would have otherwise been exercisable had the Participant not terminated employment.

(b) Expiration Date. Unless the Compensation Committee determines otherwise, Options awarded under the Plan shall expire and no longer be exercisable on the earliest to occur of:

(i): The ten (10)- year anniversary of the Grant Date;
(ii): If the Participant's Termination Date occurs for any reason other than death, Disability, Retirement or Cause, the date which is ninety (90) days after such Termination Date;
(iii): If the Participant's Termination Date occurs for reasons of Cause, such Termination Date;
(iv): If the Participant's Termination Date occurs by reason of Retirement, the date which is five years after such Termination Date (or, if later, the date which is sixty (60) days after the date the Option becomes exercisable under paragraph (a) next above); or
(v): If the Participant's Termination Date occurs by reason of death or Disability, the date that is one year after such Termination Date.

Unless the Compensation Committee determines otherwise, any portion of an Option which is not exercisable on the Participant's Termination Date for any reason shall expire on such Termination Date and may not thereafter be exercised.

(c) Election to Forego Other Compensation. As a condition of receiving an Option, the Compensation Committee may require that the Participant forego future or deferred compensation. In such an event, unless the Compensation Committee determines otherwise, in addition to such other terms and conditions as the Compensation Committee shall impose, the following rules shall apply:

(i): Any such election shall be made at the time and in the form specified by the Compensation Committee.
(ii): The exercise price of the Shares subject to the Option shall be equal to twenty-five percent (25%) of the Fair Market Value of such Shares on the Grant Date, plus an additional amount to reflect the Company's cost of capital on the optioned property net of any foregone compensation during the period from the Grant Date until the exercise date . As soon as practicable after the end of each calendar quarter, the Company's Chief Financial Officer shall determine the cost of capital that shall be used to adjust the exercise price for the next following quarter. Such information shall be provided to Participants in writing as soon as practicable thereafter. Notwithstanding the foregoing, if the Shares underlying the Option are Employer Stock, the cost of capital rate for the entire period that the Option is outstanding shall be the rate in effect on the date the Option is granted. The Chief Financial Officer's determination with respect to the additional amount to be added to the exercise price of any Option with respect to the Company's cost of capital shall be final and binding on all persons.
(iii): The difference between the Fair Market Value of the Shares subject to the Option on the Grant Date and the Grant Date exercise price thereof shall equal the amount of the foregone compensation. The type of Shares subject to Option shall be determined by the Compensation Committee.
(iv): In the case of an Option granted pursuant to foregone compensation, (A) if the Option is granted prior to the date such compensation would have otherwise been payable, the Option shall vest on the date the foregone compensation would have otherwise been payable, and (B) if the Option is granted on or after the date such compensation would have otherwise been payable, the Option shall be fully vested on the Grant Date.
(v): The minimum amount of compensation that a Participant may forego as a condition of receiving an Option shall be five percent (5%) of annual compensation .

(d) Exercise Price. If the price of the Shares subject to an Option is not determined under paragraph (c)(ii) next above, then it shall be determined by the Compensation Committee at the time the Option is granted.

(e) Other Terms. Options granted under the Plan may also be subject to such other provisions (whether or not applicable to any other Options granted under the Plan) as the Compensation Committee determines appropriate, including without limitation, provisions for the forfeiture of, or restrictions on disposition of, Shares acquired under any Option, provisions for the acceleration of exercisability or vesting of Options, provisions relating to restrictions on competitive activity, or provisions to comply with Federal and state securities laws, or understandings or conditions as to the Participant's employment in addition to those specifically provided for under the Plan.

5.3. Exercise of Options. An Option may be exercised by filing a written notice with the Compensation Committee. Such notice shall identify the Option to be exercised and must be accompanied by payment of the exercise price and applicable withholding taxes. Such payment may be paid in cash or by check or in any other manner then permitted by the Compensation Committee. An Option may be exercised in part provided that the Compensation Committee shall have the right to impose a reasonable minimum value on an exercise for administrative reasons. If a Participant terminates employment prior to the date an Option is fully exercisable, then the Option, to the extent exercisable on the Termination Date, may be exercised during the applicable period set forth in Section 5.2(b). Notwithstanding any provision of the Plan to the contrary, in no event may an Option be exercised prior to the six (6) month anniversary of its Grant Date; provided, however, that in accordance with Section 5.2(a), this six (6) month restriction shall not apply upon death or Disability of the Participant or a Change in Control of the Company, nor shall it apply after a Participant's Termination Date if such Termination Date occurs for any reason other than Retirement or Cause.

5.4. Delivery of Shares. As soon as practicable following the exercise of an Option and payment of the exercise price and applicable taxes, the Company shall deliver the Shares subject to the Option to the Participant.

5.5. Designation of Beneficiary. At the time an Option is first awarded to a Participant under the Plan, the Compensation Committee will provide the Participant with a beneficiary designation form. A Participant may designate one or more beneficiaries and successor beneficiaries. A Participant may change his or her beneficiary designation at any time by filing a new beneficiary designation form with the Compensation Committee. The consent of a Participant's current beneficiary is not required for a change of beneficiary.

If the Participant dies without having designated a beneficiary, or the Participant's designated beneficiary predeceases such Participant, the beneficiary shall be the Participant's spouse if the Participant is married on the date of death or, if the Participant is unmarried, the beneficiary shall be Participant's estate. No beneficiary has any rights under the Plan except as provided under the terms hereof.

ARTICLE VI

General Provisions

6.1. No Contract of Employment. The Plan does not constitute a contract of employment, and selection as a Participant will not give any individual the right to be retained in the service of the Company as an employee, director, advisor or otherwise, nor any right or claim to any benefit under the Plan unless such right or claim has specifically accrued under the terms of the Plan.

6.2. Rights to Option Property. No Option under the Plan shall confer upon the holder thereof any right as a shareholder or owner of the Shares subject to the Option prior to the date on which shares are transferred to such holder.

6.3. Limitations on Distributions. Notwithstanding any other provision of the Plan, the Company shall have no liability to deliver any Shares under the Plan or make any other distribution of benefits under the Plan unless such delivery or distribution would comply with all applicable securities and other laws.

6.4. Withholding of Taxes. All distributions and payments under the Plan are subject to the withholding of all applicable taxes.

6.5. Non-Transferability. Options granted under the Plan are not transferable; provided, however, outstanding Options may be transferred to the Participant's beneficiary (as described in Section 5.5) following the Participant's death. To the extent that a Participant who receives an Option under the Plan has the right to exercise such Option, the Option may be exercised during the lifetime of the Participant only by the Participant or his or her guardian or legal representative. Notwithstanding the foregoing provisions of this Section 6.5, the Compensation Committee, in its sole discretion, may permit the Participant to transfer the Option to a member of the Participant's Immediate Family or to a trust for the primary benefit of the Participant or his or her Immediate Family, subject to such rules and limitations as the Compensation Committee may establish.

6.6. Successors. All obligations of the Company under the Plan and with respect to Options granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business and/or assets of the Company.

6.7. Funding. The Company, in its sole discretion, may establish a trust, the assets of which are subject to the Company's general creditors, for the purpose of holding Shares or other assets to assist it in meeting its obligations under the Plan. The Company's obligations under the Plan shall be reduced to the extent that any amounts due under the Plan are paid from any such trust.

6.8. Governing Law. The Plan, and all agreements under the Plan, shall be construed in accordance with and governed by the laws of the State of Delaware.

6.9. Agreement with the Company. At the time an Option is granted to a Participant under the Plan, the Compensation Committee may require a Participant to enter into an agreement with the Company in a form specified by the Compensation Committee agreeing to the terms and conditions of the Plan and to such additional terms and conditions not inconsistent with the Plan as the Compensation Committee, in its sole discretion, may prescribe.

ARTICLE VII

Amendment and Termination

The Compensation Committee may at any time amend or terminate the Plan, provided that no amendment or termination may materially adversely affect the rights of any Participant or beneficiary under any Option granted under the Plan prior to the date such amendment or termination is adopted. However, in no event may an Option be granted under the Plan on or after April 1, 2013.

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EDWARDS LIFESCIENCES CORPORATION EXECUTIVE OPTION PLAN

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Exhibit 10.7

Edwards Lifesciences

2003

Edwards Incentive Plan (EIP)

PLAN OBJECTIVE

The Edwards Lifesciences Incentive Plan for 2003 (2003 EIP) is an annual cash bonus program designed to motivate eligible participants to achieve Edwards' financial and strategic objectives.

ELIGIBILITY

Edwards employees in all locations worldwide are eligible to participate in the 2003 EIP if they meet all of the following criteria:

•: Broad Pay Group (BPG) is equivalent to "F" or higher, or equivalent positions as determined by the Plan Administrator or its designee;
•: Date of hire is before October 1, 2003;
•: Not a participant in any other commission or management incentive compensation plan intended to replace the 2003 EIP;
•: Full-time employee, or part-time employee regularly scheduled to work at least 20 hours per week; and
•: Participation has been submitted to and approved by the Plan Administrator or its designee; provided, however, participation by Edwards executive officers may be approved only by the Plan Administrator.

Employees who are hired or are promoted into a 2003 EIP bonus-eligible position between January 1 and September 30 will be eligible for target bonuses based on their actual eligible earnings for the year.

Part-time employees regularly scheduled to work at least 20 hours per week will be eligible for target bonuses based on their actual eligible earnings for the year.

The Plan Administrator or its designee will consider exceptions to these general eligibility criteria on a case-by-case basis.

Eligibility for and participation in this plan in no way constitutes a contract of employment between Edwards Lifesciences and the employee. Eligible positions and target bonus levels will be evaluated and determined on an annual basis.

Edwards Lifesciences reserves the right to amend or terminate this plan in whole or in part at any time without any advance notification.

ELIGIBLE EARNINGS

Eligible earnings is defined in Exhibit A .

PLAN YEAR

The 2003 EIP plan year corresponds with the calendar year beginning January 1 and ending December 31.

PLAN ADMINISTRATOR

The 2003 EIP Plan Administrator is the Edwards Lifesciences Compensation and Planning Committee (or its successor). The Plan Administrator may delegate responsibility for plan administration to a designee; provided, however, the Plan Administrator may not delegate its responsibility regarding the approval of target and actual bonus amounts for Edwards' executive officers.

BONUS FUNDING

The 2003 EIP will be funded based on a percentage of Edwards' financial performance as modified by the participant organization's achievement of its Key Operating Drivers (KODs).

Financial Performance

The Plan Administrator shall set the applicable financial performance targets and the method of determining attainment of such targets. For purposes of the initial funding of the 2003 EIP, Edwards' financial performance will be measured on the following criteria, weighted as noted:


Net Income		40%
Free Cash Flow*		25%
Revenue Growth**		35%

*: Defined as cash flow from operations less capital expenditures.
**: Assumes constant foreign exchange and excludes divested businesses.

Actual funding levels for each category will be interpolated at 1% intervals. Performance resulting in below 50% funding will result in zero payout for that category. Results from 50% to 150% will be specified in 1% increments. Under no circumstances will a category achieve higher than 150% funding. The funding for each category will be weighted accordingly and added together to achieve a total financial performance funding amount.

The Plan Administrator shall have sole discretion to determine if, and to what extent, the financial performance targets have been satisfied.

Key Operating Drivers (KODs)

2003 EIP bonus funding will be further modified by achievement of five Edwards Lifesciences Key Operating Drivers (KODs). The Plan Administrator shall set the five 2003 KODs that apply generally to employees. The following regions, however, shall establish their own KODs: Asia, Europe, Japan, Latin America and North America.

Each Executive Leadership Team member responsible for a region will:

•: Identify and communicate KODs for their respective business, region or function;
•: Track and communicate progress on the KODs; and
•: Recommend the number of KODs achieved for payout.

Where applicable, regions should align KODs to corporate KODs established by the Plan Administrator.

At the end of the plan year, each KOD will be assessed as either achieved or not achieved.

Exhibit B provides an example of how the bonus amount would be funded assuming attainment of a certain level of financial performance (as determined by the Plan Administrator) and as modified by KOD achievement for an organization with five KODs.

TARGET BONUS LEVELS

Unless determined otherwise by the Plan Administrator or its designee, the target bonus amounts are expressed as a percentage of an employee's 2003 eligible earnings. If a participant had a job change during the plan year that affected bonus level, the target bonus level for purposes of this EIP will be the target bonus applicable at the year end.

If a participant transferred to another Edwards Lifesciences business, region or function during the plan year, the KOD achievement of the organization that the participant belonged to at year-end will be used for calculating bonus funding.

Participants may receive more or less than their target bonus amounts depending on bonus funding and PMO achievement.

ACTUAL BONUS PAYOUTS

A participant's actual bonus payout amount will be based on individual achievement of 2003 Performance Management Objectives (PMOs). These PMOs must be established with the participant's manager at the beginning of the year. PMOs should reflect a balance between team and individual goals, financial and non-financial goals, and be clearly aligned with Edwards' business goals and the organization's Key Operating Drivers.

At the end of the plan year, managers and EIP participants will evaluate and discuss individual PMO achievement levels. Achievement percentages may range from 0% to 200%. Unless determined otherwise by the Plan Administrator or its designee, for every 1% awarded over 100%, a corresponding discount of 1% below 100% should be awarded to another participant so that the total PMO pool adds up to approximately 100% (changes up or down must offset each other). Under no circumstances will a participant receive a payout greater than 200%. Actual bonus payouts will then be calculated as follows:

Payout = Target Bonus × EIP Bonus Funding % × PMO achievement %

PAYMENT OF BONUSES

The Edwards Lifesciences Compensation and Planning Committee or its designee will review the bonus award recommendations in February 2004.

A participant must be on the Edwards payroll with an "active" status when the bonus amount is paid except as provided in the Termination of Employment Section. EIP payout will be issued as soon as possible following the February Board of Directors meeting.

The appropriate withholding for FICA, U.S., state and local taxes will be deducted from the bonus award including any withholding for employees subject to tax laws of other countries. EIP bonuses are also considered to be part of benefit pay. Contributions to the Edwards 401(k) Savings and Investment Plan, and the Edwards Executive Option Plan will also be deducted where appropriate. Employee Stock Purchase Plan payments will not be deducted from bonus pay.

TERMINATION OF EMPLOYMENT

Participants who voluntarily sever their employment with Edwards or who are involuntarily terminated for reasons other than those listed below, during the plan year or in the following year before bonus payments are actually made, are ineligible for 2003 EIP bonus payouts.

Participants who:

1. are involuntarily terminated due to a reduction in force, departmental restructuring or job redefinition,

2. become permanently disabled,

3. retire, or

4. die

after at least six months of service during the plan year are eligible for bonus payouts based on their actual eligible earnings. The bonus amounts in these cases will be based on the full year of business performance for funding purposes and the participant's actual level of PMO completion.

EXCEPTIONS

The Plan Administrator or its designee must approve any exception to these guidelines.

EXHIBIT A

Eligible Earnings

For purposes of the 2003 Edwards Lifesciences Incentive Plan eligible earnings shall include:

1. Payments in lieu of salary increases;

2. Call in pay;

3. Commission pay;

4. Double time pay;

5. Draws toward commissions;

6. Funeral pay;

7. Holiday pay;

8. Jury duty pay;

9. Lead pay;

10. Mileage pay for long haul truckers;

11. Military pay;

12. Overtime pay;

13. Paid absences;

14. Retroactive pay;

15. Salary or other regular pay;

16. Shift differentials;

17. Sick pay or other short-term disability pay;

18. Straight time pay; and

19. Vacation pay.

For purposes of the Edwards Lifesciences Incentive Plan (EIP) eligible earnings shall not include:

1.

Bonuses including incentive bonuses under any Edwards Incentive Plan, the Edwards Performance Bonus Plan and any other bonus plans;

2.

Amounts constituting imputed income arising from any Edwards moving expense reimbursement policies, any Edwards life insurance plans or any other Edwards fringe benefit plans;

3.

Amounts paid to replace benefits; and

4.

The following amounts paid, accrued or imputed:

a.: attendance awards;
b.: automobile allowances;
c.: business expense reimbursements;
d.: cash prizes or awards;
e.: Christmas gifts;
f.: Contest pay;
g.: Deferred compensation, including deferred bonuses;
h.: Discretionary awards;
i.: Employee referral awards;
j.: Executive perquisite allowances;
k.: Hiring bonuses;
l.: Income from sale of stock;
m.: Income from the exercise of stock options;
n.: Interest earnings and deferred compensation, including deferred bonuses;
o.: Invention fees and awards;
p.: Long term disability pay;
q.: Mortgage differential payments;
r.: Non-cash prizes or awards;
s.: Pay for unused sick time;
t.: Performance shares;
u.: Promotional awards;
v.: Relocation expense reimbursements;
w.: Restricted stock rights;
x.: Retention bonuses;
y.: Severance pay;
z.: Stock appreciation rights;
aa.: Tax equalization payments to expatriates;
bb.: Technical achievement awards;
cc.: Travel allowances; and
dd.: Tuition reimbursements; and workers' compensation benefits.

EXHIBIT B

Example

Funding and Payout Determination for 2003 EIP

*Assumptions Box*

Eligible Earnings:	$	80,000
Target Bonus Opportunity:		10	%
Target Bonus Amount:	$	8,000
Financial Performance				% of Target Earned(1)	Weight	Funding % Per Category
Net Income				100%	40%	40.00%
Free Cash Flow				125%	25%	31.00%
Revenue Growth				100%	35%	35.00%
Funding Based on Financial Measures						106.00%
KOD Achievement: 3 (100%)

(1): The Plan Administrator shall have sole discretion to determine if, and to what extent, the financial performance targets have been satisfied.


*EIP Funding Matrix*

	KOD Modifiers		Financial Performance Measures
	# KODs Achieved	Modifier	@80% of Target	@100% of Target	@106% of Target	@125% of Target
5 KODs	5	150%	120%	150%	159%	188%
	4	125%	100%	125%	133%	156%
	3	100%	80%	100%	106%	125%
	2	75%	60%	75%	80%	94%
	1	50%	40%	50%	53%	63%
	0	25%	20%	25%	27%	31%

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Edwards Lifesciences 2003 Edwards Incentive Plan (EIP)
Eligible Earnings
Funding and Payout Determination for 2003 EIP

Exhibit 10.8

		Employment Agreement
Edwards Lifesciences LLC One Edwards Way, Irvine, CA USA 92614 Phone: 949.250.2500, Fax: 949.250.2525 www.edwards.com

NOTE: BEFORE SIGNING, PLEASE READ THE FOLLOWING AGREEMENT IN ITS ENTIRETY, MAKE CERTAIN THAT YOU UNDERSTAND IT, AND, IF DESIRED, REVIEW IT WITH YOUR ATTORNEYS AND ADVISORS.

This EMPLOYMENT AGREEMENT ("Agreement") is executed by and between Edwards Lifesciences LLC ("Edwards") and ("Employee"). In consideration of his or her employment and the compensation to be paid Employee by Edwards, Employee agrees as follows:

1. Employment Relationship. Edwards will employ Employee effective his/her most recent hire date, and Employee accepts such employment.

1.1. Employee agrees to perform such duties as are customarily performed by those in Employee's position, and such duties and responsibilities as Edwards and its officers and directors may require from time to time, and shall also be subject to the instructions, regulations and policies of Edwards now in effect and as may be revised at any time. Employee agrees that he/she will devote utmost knowledge and best skill and efforts to the performance of his/her duties, that he/she will remain loyal to Edwards during the term of his/her employment, and that he/she is not presently engaged in, and shall not during the term of his or her employment with Edwards enter into, any employment or agency relationship with any third party whose interests might conflict with those of Edwards.

1.2. Employee and Edwards understand and expressly agree that Employee's employment is not for a specified term, and that it may be terminated by Edwards or by Employee at any time, with or without notice, for any cause or without cause. Employee further understands and agrees that Edwards may change Employee's hours, wages, benefits, position, working conditions, and other terms of employment, with the exception of this at-will provision, and may take disciplinary action as it deems appropriate, at any time with or without cause or advance notice. Employee and Edwards expressly agree that this at-will provision is intended by both Employee and Edwards to be the complete and final expression of their understanding regarding the terms and conditions under which Employee's employment may be terminated, or under which Edwards may take disciplinary or other employment action, and that it is intended as an integrated agreement with respect thereto. Employee and Edwards further understand and expressly agree that there are no express or implied agreements contrary to this provision, that no representation contrary to this provision is valid, and that this provision may not be augmented, contradicted, or modified in any way, except by a formal written agreement signed by both Employee and an Edwards' Corporate Vice-President.

2. Confidentiality and Fair Competition.

2.1. Definitions. For purposes of this Agreement, the following terms shall have the specified meanings:

2.1.1. "Competing Products" means products, processes, or services of any person or organization other than Edwards, in existence or under development, which are substantially the same, may be substituted for, or applied to substantially the same end use as the products,

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processes or services with which Employee works during the time of his or her employment with Edwards.

2.1.2. "Competing Organization" means persons or organizations, including Employee, engaged in, or about to become engaged in research or development, production, distribution, marketing, providing or selling of a Competing Product.

2.1.3. "Confidential Information" means information relating to the present or planned business of Edwards and/or its affiliates which has not been released publicly by authorized representatives of Edwards. Employee understands and agrees that Confidential Information includes, for example, but is not limited to, the following: Trade Secrets, Inventions, know-how and products, customer, patient, supplier and competitor information, sales, pricing cost, and financial data, research, development, marketing and sales programs and strategies, manufacturing, marketing and service techniques, processes and practices, and regulatory strategies. Employee understands further that Confidential Information also includes all information received by Edwards under an obligation of confidentiality to a third party.

2.1.4. "Invention" means procedures, systems, machines, methods, processes, uses, apparatuses, compositions of matter, designs or configurations, computer programs of any kind, or any improvements of the foregoing, discovered, conceived, reduced to practice, developed, made, or produced, and shall not be limited to the meaning of "Invention" under the United States patent laws.

2.1.5. "Items" include documents, reports, drawings, photographs, designs, specifications, formulae, plans, samples, research or development information, prototypes, tools, equipment, proposals, marketing or sales plans, customer information, customer lists, patient lists, patient information, regulatory files, financial data, costs, pricing information, supplier information, written, printed or graphic matter, or other information and materials that concern Edwards or its affiliates that come into Employee's possession or about which Employee has knowledge by reason of his or her employment.

2.1.6. "Trade Secrets" include, but are not limited to, all information encompassed in all Items, and in all manufacturing processes, methods of production, concepts or ideas, to the extent that such information has not been released publicly by duly authorized representatives of Edwards, and also include all Trade Secrets as that term is construed under the Uniform Trade Secrets Act.

2.2. Restriction on [Unfair Competition and] ¹ Disclosure of Trade Secrets and Confidential Information. Employee agrees that he/she will not publish or disclose, or allow to be published or disclosed, Trade Secrets or Confidential Information to any person who is not an employee of Edwards unless such disclosure is necessary for the performance of Employee's obligations under this Agreement, in which case (i) a properly executed, Edwards confidentiality agreement must exist with the recipient of such information or (ii) it must first be authorized in writing by Edwards, through its General Counsel. Employee further agrees that he/she will not remove any Trade Secrets or Confidential Information from the offices of Edwards or the premises of any facility in which Edwards is performing work, or allow such removal, except in the customary execution of employment duties, unless permitted in writing by Edwards, through its General Counsel. Upon termination of his/her employment with Edwards for any reason, Employee agrees to surrender to Edwards all documents and materials in his/her possession or control which contain Trade Secrets or Confidential Information. Employee expressly agrees that Employee will not make use of Trade Secrets or Confidential Information to engage in competition with Edwards or its affiliates at any time after the termination of his/her employment with Edwards for any reason. [Employee further agrees, as a material inducement to Edwards to enter into this Agreement and allow Employee to perform services which will necessarily allow Employee access to Edwards' and

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its affiliates' Trade Secrets and Confidential Information, that Employee shall not render services, directly or indirectly, during his or her employment or for a period of one (1) year after termination of his/her employment with Edwards (for any reason) to any Competing Organization in connection with any Competing Products within such geographic limits as Edwards and such Competing Organization are, or would be, in competition when such rendering of services might potentially involve the disclosure or use of Confidential Information or Trade Secrets. Employee understands that services rendered to a Competing Organization are in support of competition, and thus contrary to this Agreement, in various geographic areas and thus fall within the prohibition of this Agreement regardless of where such services physically are rendered.] ¹ Upon termination of his/her employment with Edwards for any reason, Employee shall, if requested by Edwards, reaffirm in writing his/her recognition of the importance of maintaining the confidentiality of Edwards' Confidential Information and Trade Secrets, and shall reaffirm all of the obligations set forth in this Agreement regarding such information.

¹: Included only to the extent permitted by law.

2.3. Restriction on Solicitation of Employees. Employee agrees and acknowledges that Edwards and its affiliates have made, and continue to make, considerable investments in the recruitment, screening and training of employees, and that, in the course of such recruitment, screening and training, Edwards and its affiliates have obtained considerable information regarding the unique skills, knowledge, training, backgrounds, talents and capabilities of such employees. Employee agrees and acknowledges that such information has economic value to Edwards, and that such economic value derives in part from the fact that such information is not generally available or known. Employee further acknowledges and agrees that a company other than Edwards, if it desired to assemble a workforce of employees with comparable skills, knowledge and capabilities, would also need to make considerable investments to obtain information regarding such employees, and that such a company would gain an unfair competitive advantage if it were to utilize the information developed by Edwards and/or its affiliates through the efforts referred to above. Edwards and its affiliates have taken a number of reasonable steps to protect the privacy of such information. Accordingly, Employee agrees and acknowledges that Edwards' and its affiliates' internal personnel information regarding the qualifications, talents, skills, abilities, backgrounds, training, work histories, and other pertinent information regarding its employees constitutes confidential and proprietary information, and also constitutes Trade Secrets as defined above. Employee further agrees that he/she will not, at any time during his/her employment with Edwards and for two (2) years after the termination of such employment for any reason, solicit any employee of Edwards or its affiliates to leave Edwards or its affiliates and join or render services for any Competing Organization. Employee also agrees that Employee will not raid Edwards' or its affiliates' employees, interfere with Edwards' or its affiliates' recruiting, hiring or retention of employees, interfere with any contractual, economic, or prospective economic relationship between Edwards and any Edwards employee, or disclose Confidential Information relating to Edwards' or its affiliates' employees. Employee agrees that he/she shall not, at any time during or after his/her employment with Edwards, use any Confidential Information or Trade Secrets belonging to Edwards or its affiliates to solicit or take away employees of Edwards.

2.4. Remedies. Employee agrees and acknowledges that the violation of any of the provisions contained herein regarding confidentiality would cause irreparable injury to Edwards or its affiliates, that the remedy at law for any violation or threatened violation thereof would be inadequate, and that Edwards shall be entitled to temporary and permanent injunctive or other equitable relief without the necessity of proving actual damages. PLEASE NOTE THAT EDWARDS WILL SEEK JUDICIAL ENFORCEMENT OF ITS RIGHT TO PROTECT CONFIDENTIAL INFORMATION AND TRADE SECRETS, AND SHALL PURSUE ALL LEGAL REMEDIES UP TO AND INCLUDING PROHIBITION OF COMPETITIVE

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EMPLOYMENT OPPORTUNITIES WHICH WOULD INVOLVE THE DISCLOSURE OR USE OF THIS INFORMATION. UPON LEAVING EDWARDS YOUR ABILITY TO ACCEPT EMPLOYMENT WITH COMPETITIVE COMPANIES UNDER SUCH CIRCUMSTANCES MIGHT BE LIMITED.

2.5. Prohibition on Use of Other Employers' Trade Secrets. Employee and Edwards expressly agree that they do not intend or seek to do business using the trade secret information of any former employer of Employee. Employee represents and agrees that he/she will not use or disclose protected trade secret information belonging to any former employer, and which he/she has an obligation not to disclose or use, without obtaining prior permission from the former employer.

3. Inventions and Works for Hire.

3.1. Property of Edwards. Employee agrees that all Inventions related to the present or planned business of Edwards or its affiliates, which are conceived or reduced to practice by Employee, either alone or with others, during the period of his/her employment or during a period of one hundred twenty (120) days after termination of such employment, whether or not done during Employee's regular working hours, are the sole property of Edwards or its affiliates. The provisions of this paragraph shall not apply to an invention for which no equipment, supplies, facilities or trade secret information of Edwards or its affiliates was used and which was developed entirely on Employee's own time, unless (a) the invention relates (i) to the business of Edwards or its affiliates, or (ii) to Employee's actual or demonstrably anticipated research or development for Edwards or its affiliates, or (b) the invention results from any work performed by Employee for Edwards or its affiliates.

3.2. Disclosure. Employee agrees to disclose promptly and in writing to Edwards, through Employee's supervisor, all Inventions which are related to the present or planned business of Edwards or its affiliates, and agrees to assign to Edwards or its nominee all of Employee's right, title, and interest in and to such Inventions. Employee agrees not to disclose any of these Inventions to others, without the express consent of Edwards, except as required by his or her employment.

3.3. Assignment. Employee agrees that he/she will, at any time during or after his/her employment, on request of Edwards, execute specific assignments in favor of Edwards or its nominee of Employee's interest in and to any of the Inventions which are related to the present or planned business of Edwards or its affiliates, as well as execute all papers, render all assistance, and perform all lawful acts which Edwards considers necessary or advisable for the preparation, filing, prosecution, issuance, procurement, maintenance or enforcement of patent applications and patents of the United States and foreign countries for these Inventions, and for the transfer of any interest which Employee may have. Employee will execute any and all papers and documents required to vest title in Edwards or its nominee in the above inventions, patent applications, patents, and interests.

3.4. Payment for Assignment. Employee understands that if he/she is not employed by Edwards at the time he/she is requested to execute any document under paragraph 3.3, he/she shall receive fifty dollars ($50.00) for the execution of each document, and one hundred fifty ($150.00) per day of each day or portion thereof spent at the request of Edwards in the performance of acts pursuant to paragraph 3.3, plus reimbursement for any out-of-pocket expenses incurred by Employee at Edwards' request in such performance.

3.5. No Waiver. Employee further understands and agrees that the absence of a request by Edwards for information, or for the making of an oath, or for the execution of any document, shall in no way be construed to constitute a waiver of Edwards' rights under this Agreement.

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3.6. Prior Inventions. Employee represents that Employee has disclosed to Edwards all continuing obligations which Employee has with respect to the assignment of Inventions to any previous employers, and Employee claims no previous unpatented Inventions as Employee's own, except for those which have been reduced to practice and which are shown on a schedule, if any, attached to this Agreement. Employee understands that Edwards does not seek any confidential information which he/she may have acquired from a previous employer, and Employee will not disclose any such information to Edwards.

3.7. Works for Hire. All writings and other works which may be copyrighted (including computer programs) which are related to the present or planned business of Edwards and are prepared by Employee during his/her employment by Edwards shall be, to the extent permitted by law, works made for hire, and the authorship and copyright of the work shall be in Edwards' name. To the extent that such writing and works are not works for hire, Employee agrees to the waiver of "moral rights" in such writings and works, and to assign to Edwards all right, title and interest in and to such writings and works, including copyright.

3.8. Right of Publication. Employee will permit Edwards and its agents to use and distribute for any purpose any pictorial images which are taken of Employee during his/her employment by Edwards as often as desired for any lawful purpose. Employee waives all rights of prior inspection or approval and releases Edwards and its agents from any and all claims or demands which Employee may have on account of the lawful use or publication of such pictorial images.

4. No Authority to Bind Edwards. Without the express written consent of Edwards, Employee shall have no apparent, actual or implied authority to pledge the credit of Edwards, its affiliates or any of its other employees, to bind Edwards or its affiliates under any contract, agreement, note, mortgage or otherwise to release or discharge any debt due to Edwards or its affiliates unless Edwards has received the full amount thereof or to sell, mortgage, transfer or otherwise dispose of any assets of Edwards.

5. Personnel Policies and Procedures. Edwards shall have the authority to establish from time to time personnel policies and procedures to be followed by its employees. Employee agrees to comply with the policies and procedures of Edwards. To the extent that any provisions in Edwards's personnel policies and procedures, handbooks or manuals, and/or other materials differ from the terms of this Agreement, the terms of this Agreement shall apply. In no case shall any personnel policies, procedures, handbooks, manuals or other materials modify, contradict, add to or alter the effect of the at-will employment provision contained in this Agreement.

6. Cooperation. Employee agrees that, following the termination of his or her employment for any reason, Employee will make every practicable effort to contact Edwards' General Counsel if Employee is served with a subpoena or other legal process asking for a deposition, testimony or other statement, or other potential evidence of any kind, to be used in connection with any lawsuit involving or related to Edwards in any way.

7. Drug-Free Workplace. Employee acknowledges that Edwards intends to maintain a drug-free workplace, and that Edwards has advised Employee that it utilizes drug testing as a means to maintain such a drug-free workplace. Employee understands that he/she may be asked to submit to drug testing as a condition of employment or continued employment, and Employee expressly consents to such testing, at such times and under such conditions, as determined by Edwards in its sole discretion to be appropriate.

8. Edwards' Values. At Edwards Lifesciences, the Credo and Owner's Manual set forth a number of positive behaviors and values that are key to our company's culture and success. These behaviors and values include such things as becoming trusted partners with customers, colleagues and patients, increasing personal accountability, behaving like owners and building customer loyalty. To

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accomplish this, Employee agrees to act in a responsible, ethical and professional manner in all of his/her business dealings as stated in the Credo, Owner's Manual, and any other Edwards documents related to ethics. Employee understands that there is no compromise with regard to his/her commitment to maintaining the highest standards of business conduct.

9. Severability; Amendment; Waiver; Construction. Each term, condition, covenant or provision of this Agreement shall be viewed as separate and distinct, and in the event that any such term, covenant or provision shall be held by a court of competent jurisdiction to be invalid, the remaining provisions shall continue in full force and effect. No amendment or modification of the terms or conditions of this Agreement shall be valid unless in writing and signed by the parties hereto. A waiver by either party of a breach of any provision(s) of this Agreement shall not constitute a general waiver, or prejudice the other party's right otherwise to demand strict compliance with that provision or any other provision in this Agreement. This Agreement shall be governed by the laws of the State of , and any action to enforce the terms of this Agreement shall be brought within the courts of the State of California. Edwards may, at any time and without further action by Employee, assign this Agreement to any of its affiliated companies with which Employee might be employed, in which case the assignee company shall succeed to all of the rights held by Edwards under this Agreement.

10. Entire Agreement. Employee acknowledges receipt of this Agreement and agrees that this Agreement constitutes the entire and final agreement between Employee and Edwards concerning the subject matter of this Agreement, and supersedes any previous oral or written communications, representations, understandings or agreements between Employee and Edwards or any officer or agent concerning the subject matter of this Agreement. Employee understands and agrees that no representative of Edwards has been authorized to enter into any agreement or commitment with Employee that is inconsistent in any way with the terms of this Agreement.

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Exhibit 99.1

EDWARDS LIFESCIENCES CORPORATION

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Edwards Lifesciences Corporation (the "Company") on Form 10-Q for the period ended March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael A. Mussallem, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1): The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2): The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 14, 2003

By: /s/ Michael A. Mussallem
Michael A. Mussallem
Chairman of the Board and
Chief Executive Officer

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Exhibit 99.1

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Exhibit 99.2

EDWARDS LIFESCIENCES CORPORATION

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Edwards Lifesciences Corporation (the "Company") on Form 10-Q for the period ended March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Corinne H. Lyle, Corporate Vice President, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1): The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2): The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 14, 2003

By: /s/ Corinne H. Lyle
Corinne H. Lyle
Corporate Vice President, Chief
Financial Officer and Treasurer
(Chief Accounting Officer)

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Exhibit 99.2