AGREEMENT AND PLAN OF MERGER AMONG BAKER HUGHES INCORPORATED

Agreement and Plan of Merger

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BAKER HUGHES INC | BAKER HUGHES DELAWARE I, INC. | WESTERN ATLAS INC.

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Title: AGREEMENT AND PLAN OF MERGER AMONG BAKER HUGHES INCORPORATED
Governing Law: Delaware Date: 3/5/2004
Industry: Oil Well Services and Equipment Law Firm: Baker & Botts, L.L.P.; Wachtell, Lipton, Rosen & Katz Sector: Energy

AGREEMENT AND PLAN OF MERGER

AMONG

BAKER HUGHES INCORPORATED
, Parties: baker hughes inc , baker hughes delaware i inc. , western atlas inc.

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EXHIBIT 10.30

AGREEMENT AND PLAN OF MERGER

AMONG

BAKER HUGHES INCORPORATED,

BAKER HUGHES DELAWARE I, INC.

AND

WESTERN ATLAS INC.

DATED AS OF MAY 10, 1998

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TABLE OF CONTENTS

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ARTICLE 1

THE MERGER

Section 1.1 The Merger.................................................. 5

Section 1.2 The Closing................................................. 5

Section 1.3 Effective Time.............................................. 5

ARTICLE 2

CERTIFICATE OF INCORPORATION AND BYLAWS

OF THE SURVIVING CORPORATION

Section 2.1 Certificate of Incorporation................................ 5

Section 2.2 Bylaws...................................................... 5

ARTICLE 3

DIRECTORS AND OFFICERS OF THE

SURVIVING CORPORATION AND PARENT

Section 3.1 Directors of Surviving Corporation.......................... 5

Section 3.2 Officers of Surviving Corporation........................... 6

Section 3.3 Parent Board of Directors; President........................ 6

ARTICLE 4

CONVERSION OF COMPANY COMMON STOCK

Section 4.1 Certain Definitions......................................... 6

Section 4.2 Conversion of Company Stock................................. 7

Section 4.3 Exchange of Certificates Representing Company Common

Stock....................................................... 8

Section 4.4 Adjustment of Exchange Ratio................................ 10

Section 4.5 Rule 16b-3 Approval......................................... 11

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 5.1 Existence; Good Standing; Corporate Authority............... 11

Section 5.2 Authorization, Validity and Effect of Agreements............ 11

Section 5.3 Capitalization.............................................. 11

Section 5.4 Significant Subsidiaries.................................... 12

Section 5.5 No Violation of Law......................................... 12

Section 5.6 No Conflict................................................. 13

Section 5.7 SEC Documents............................................... 13

Section 5.8 Litigation.................................................. 14

Section 5.9 Absence of Certain Changes.................................. 14

Section 5.10 Taxes....................................................... 15

Section 5.11 Employee Benefit Plans...................................... 16

Section 5.12 Labor Matters............................................... 17

Section 5.13 Environmental Matters....................................... 17

Section 5.14 Intellectual Property....................................... 18

Section 5.15 Insurance................................................... 18

Section 5.16 No Brokers.................................................. 18

Section 5.17 Opinion of Financial Advisor................................ 18

Section 5.18 Parent Stock Ownership...................................... 19

Section 5.19 Reorganization.............................................. 19

Section 5.20 Pooling..................................................... 19

Section 5.21 Vote Required............................................... 19

Section 5.22 Amendment to the Company Rights Agreement................... 19

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Section 5.23 Certain Approvals........................................... 19

Section 5.24 Certain Contracts........................................... 19

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF PARENT

AND MERGER SUB

Section 6.1 Existence; Good Standing; Corporate Authority............... 20

Section 6.2 Authorization, Validity and Effect of Agreements............ 20

Section 6.3 Capitalization.............................................. 20

Section 6.4 Significant Subsidiaries.................................... 21

Section 6.5 No Violation of Law......................................... 21

Section 6.6 No Conflict................................................. 21

Section 6.7 SEC Documents............................................... 22

Section 6.8 Litigation.................................................. 23

Section 6.9 Absence of Certain Changes.................................. 23

Section 6.10 Taxes....................................................... 23

Section 6.11 Employee Benefit Plans...................................... 24

Section 6.12 Labor Matters............................................... 26

Section 6.13 Environmental Matters....................................... 26

Section 6.14 Intellectual Property....................................... 26

Section 6.15 Insurance................................................... 27

Section 6.16 No Brokers.................................................. 27

Section 6.17 Opinion of Financial Advisor................................ 27

Section 6.18 Company Stock Ownership..................................... 27

Section 6.19 Reorganization.............................................. 27

Section 6.20 Pooling..................................................... 27

Section 6.21 Vote Required............................................... 27

Section 6.22 Certain Approvals........................................... 27

Section 6.23 Certain Contracts........................................... 28

ARTICLE 7

COVENANTS

Section 7.1 Conduct of Businesses....................................... 28

Section 7.2 No Solicitation by the Company.............................. 31

Section 7.3 No Solicitation by Parent................................... 32

Section 7.4 Meetings of Stockholders.................................... 33

Section 7.5 Filings; Best Efforts....................................... 33

Section 7.6 Inspection.................................................. 35

Section 7.7 Publicity................................................... 36

Section 7.8 Registration Statement...................................... 36

Section 7.9 Listing Application......................................... 37

Section 7.10 Letters of Accountants...................................... 37

Section 7.11 Agreements of Rule 145 Affiliates........................... 37

Section 7.12 Expenses.................................................... 38

Section 7.13 Indemnification and Insurance............................... 38

Section 7.14 Certain Benefits............................................ 39

Section 7.15 Reorganization; Pooling..................................... 42

Section 7.16 Rights Agreement............................................ 42

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ARTICLE 8

CONDITIONS

Section 8.1 Conditions to Each Party's Obligation to Effect the

Merger...................................................... 43

Section 8.2 Conditions to Obligation of the Company to Effect the

Merger...................................................... 44

Section 8.3 Conditions to Obligation of Parent and Merger Sub to Effect

the Merger.................................................. 44

ARTICLE 9

TERMINATION

Section 9.1 Termination by Mutual Consent............................... 45

Section 9.2 Termination by Parent or the Company........................ 45

Section 9.3 Termination by the Company.................................. 46

Section 9.4 Termination by Parent....................................... 47

Section 9.5 Effect of Termination....................................... 47

Section 9.6 Extension; Waiver........................................... 49

ARTICLE 10

GENERAL PROVISIONS

Section 10.1 Nonsurvival of Representations, Warranties and Agreements... 49

Section 10.2 Notices..................................................... 50

Section 10.3 Assignment; Binding Effect; Benefit......................... 50

Section 10.4 Entire Agreement............................................ 51

Section 10.5 Amendments.................................................. 51

Section 10.6 Governing Law............................................... 51

Section 10.7 Counterparts................................................ 51

Section 10.8 Headings.................................................... 51

Section 10.9 Interpretation.............................................. 52

Section 10.10 Waivers..................................................... 52

Section 10.11 Incorporation of Exhibits................................... 52

Section 10.12 Severability................................................ 52

Section 10.13 Enforcement of Agreement.................................... 52

Section 10.14 Obligation of Parent........................................ 53

Section 10.15 Subsidiaries................................................ 53

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AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of May 10,

1998 is among Baker Hughes Incorporated, a Delaware corporation ("Parent"),

Baker Hughes Delaware I, Inc., a Delaware corporation and a direct, wholly owned

subsidiary of Parent ("Merger Sub"), and Western Atlas Inc., a Delaware

corporation (the "Company").

RECITALS

WHEREAS, Parent and the Company have each determined to engage in a

strategic business combination with the other;

WHEREAS, in furtherance thereof, the parties hereto desire to merge Merger

Sub with and into the Company (the "Merger"), with the Company surviving as a

direct, wholly owned subsidiary of Parent, pursuant to which each share of the

Company Common Stock (as defined in Section 4.1) will be converted into the

right to receive Parent Common Stock (as defined in Section 4.1);

WHEREAS, the respective Boards of Directors of Parent, Merger Sub and the

Company have determined the Merger, in the manner contemplated herein, to be

desirable and in the best interests of their respective corporations and

stockholders and to be consistent with, and in furtherance of, their respective

business strategies and goals, and, by resolutions duly adopted, have approved

and adopted this Agreement;

WHEREAS, for federal income tax purposes, it is intended that the Merger

qualify as a reorganization within the meaning of section 368(a) of the Internal

Revenue Code of 1986, as amended (the "Code");

WHEREAS, for financial accounting purposes, it is intended that the Merger

be accounted for as a "pooling of interests" under U.S. generally accepted

accounting principles;

NOW, THEREFORE, in consideration of the foregoing, and of the

representations, warranties, covenants and agreements contained herein, the

parties hereto hereby agree as follows:

ARTICLE 1

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THE MERGER

SECTION 1.1 The Merger. Subject to the terms and conditions of this

Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall

be merged with and into the Company in accordance with this Agreement, and the

separate corporate existence of Merger Sub shall thereupon cease. The Company

shall be the surviving corporation in the Merger (sometimes hereinafter referred

to as the "Surviving Corporation"). The Merger shall have the effects specified

in the Delaware General Corporation Law (the "DGCL").

SECTION 1.2 The Closing. Subject to the terms and conditions of this

Agreement, the closing of the Merger (the "Closing") shall take place (a) at the

offices of Baker & Botts, L.L.P., One Shell Plaza, 910 Louisiana, Houston,

Texas, at 9:00 a.m., local time, on the first business day immediately following

the day on which the last to be fulfilled or waived of the conditions set forth

in Article 8 shall be fulfilled or waived in accordance herewith or (b) at such

other time, date or place as Parent and the Company may agree. The date on which

the Closing occurs is hereinafter referred to as the "Closing Date."

SECTION 1.3 Effective Time. If all the conditions to the Merger set forth

in Article 8 shall have been fulfilled or waived in accordance herewith and this

Agreement shall not have been terminated as provided in Article 9, Parent,

Merger Sub and the Company shall cause a certificate of merger (the "Certificate

of Merger") meeting the requirements of section 251 of the DGCL to be properly

executed and filed in accordance with such section on the Closing Date. The

Merger shall become effective at the time of filing of the Certificate of Merger

with the Secretary of State of the State of Delaware in accordance with the

DGCL, or at such later time that the parties hereto shall have agreed upon and

designated in such filing as the effective time of the Merger (the "Effective

Time").

ARTICLE 2

CERTIFICATE OF INCORPORATION AND BYLAWS

OF THE SURVIVING CORPORATION

SECTION 2.1 Certificate of Incorporation. The certificate of incorporation

of the Company in effect immediately prior to the Effective Time shall be the

certificate of incorporation of the Surviving Corporation, until duly amended in

accordance with applicable law.

SECTION 2.2 Bylaws. The bylaws of Merger Sub in effect immediately prior to

the Effective Time shall be the bylaws of the Surviving Corporation, until duly

amended in accordance with applicable law.

ARTICLE 3

DIRECTORS AND OFFICERS OF THE

SURVIVING CORPORATION AND PARENT

SECTION 3.1 Directors of Surviving Corporation. The directors of Merger Sub

immediately prior to the Effective Time shall be the directors of the Surviving

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Corporation as of the Effective Time.

SECTION 3.2 Officers of Surviving Corporation. The officers of the Company

immediately prior to the Effective Time shall be the officers of the Surviving

Corporation as of the Effective Time.

SECTION 3.3 Parent Board of Directors; President. John R. Russell shall be

elected as President of Parent as of the Effective Time, and Max L. Lukens shall

continue as Chairman of the Board of Directors and Chief Executive Officer of

Parent. The Board of Directors of Parent will take such action as may be

necessary to cause the election or appointment of Alton J. Brann, John R.

Russell and two other persons designated by the Company after consultation with

the Parent to be directors of Parent as of the Effective Time; provided that the

Company shall not designate any person not currently a member of the Company's

Board of Directors to which the Parent shall have reasonably objected. Such new

directors shall be designated into the classes of directors of Parent in

accordance with the Parent's bylaws in such classes as the Company shall

indicate, John R. Russell shall be appointed to the Executive Committee of

Parent's Board of Directors and not less than one such new director shall be

appointed to each of the other committees of such Board.

ARTICLE 4

CONVERSION OF COMPANY COMMON STOCK

SECTION 4.1 Certain Definitions. For purposes of this Agreement, the

following terms shall have the following meanings:

(a) "Company Common Stock" shall mean the common stock, par value

$1.00 per share, of the Company.

(b) "Parent Common Stock" shall mean the common stock, par value $1.00

per share, of Parent.

greater than or equal to $38.25 but less than or equal to $42.75; (ii) if

the Parent Share Price is greater than $42.75 but less than or equal to

$44.75, that fraction, rounded to the nearest thousandth, or if there shall

not be a nearest thousandth, to the next lower thousandth, equal to the

quotient obtained by dividing $102.60 by the Parent Share Price; (iii) if

the Parent Share Price is greater than $44.75, 2.293; and (iv) if the

Parent Share Price is less than $38.25, that fraction, rounded to the

nearest thousandth, or if there shall not be a nearest thousandth, to the

next higher thousandth, equal to the quotient obtained by dividing $91.80

by the Parent Share Price; provided, however, that except as provided in

Section 9.3(d), the Exchange Ratio shall in no event be greater than 2.623,

notwithstanding that the Parent Share Price is less than $35.00.

(d) "Parent Share Price" shall mean the average of the per share

closing prices of Parent Common Stock as reported on the consolidated

transaction reporting system for securities traded on the New York

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Stock Exchange, Inc. ("NYSE") (as reported in the New York City edition of

The Wall Street Journal or, if not reported thereby, another authoritative

source) for the 20 consecutive trading days ending on the fifth trading day

prior to the Closing Date, appropriately adjusted for any stock splits,

reverse stock splits, stock dividends, recapitalizations or other similar

transactions.

(e) "Stock Option Agreements" shall mean (i) the Stock Option

Agreement dated the date hereof between Parent and the Company pursuant to

which Parent has granted to the Company an option to purchase a certain

number of shares of Parent Common Stock and (ii) the Stock Option Agreement

dated the date hereof between the Company and Parent pursuant to which the

Company has granted to Parent an option to purchase a certain number of

shares of Company Common Stock.

SECTION 4.2 Conversion of Company Stock.

(a) At the Effective Time, each share of the common stock, par value

$0.01 per share, of Merger Sub outstanding immediately prior to the

Effective Time shall be converted into and become one fully paid and

non-assessable share of Common Stock, par value $1.00 per share, of the

Surviving Corporation.

(b) At the Effective Time, each share of the Company Common Stock

issued and outstanding immediately prior to the Effective Time (other than

shares of Company Common Stock (i) held in the Company's treasury or (ii)

owned by Parent, Merger Sub or any other wholly owned Subsidiary (as

defined in Section 10.15) of Parent or the Company) shall, by virtue of the

Merger and without any action on the part of the holder thereof, be

converted into the right to receive a number of shares of Parent Common

Stock equal to the Exchange Ratio.

the holder thereof, each share of the Company Common Stock shall cease to

be outstanding and shall be canceled and retired and shall cease to exist,

and each holder of a certificate (a "Certificate") representing any shares

of the Company Common Stock shall thereafter cease to have any rights with

respect to such shares of the Company Common Stock, except the right to

receive, without interest, Parent Common Stock and cash for fractional

shares of Parent Common Stock in accordance with Sections 4.3(b) and 4.3(e)

upon the surrender of such Certificate.

(d) Each share of the Company Common Stock issued and held in the

Company's treasury, and each share of the Company Common Stock owned by

Parent, Merger Sub or any other wholly owned Subsidiary of Parent or the

Company shall, at the Effective Time and by virtue of the Merger, cease to

be outstanding and shall be canceled and retired without payment of any

consideration therefor, and no stock of Parent or other consideration shall

be delivered in exchange therefor.

(e) (i) At the Effective Time, all options (individually, a "Company

Option" and collectively, the "Company Options") then outstanding under the

Western Atlas Inc. 1993 Stock Incentive Plan and the Western Atlas Inc.

Director Stock Option Plan (collectively, the "Company Stock Option Plans")

shall remain outstanding following the Effective Time. At the Effective

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Time, the Company Options shall, by virtue of the Merger and without any

further action on the part of the Company or the holder of any Company

Option, be assumed by Parent in such manner that Parent (i) is a

corporation "assuming a stock option in a transaction to which section

424(a) applied" within the meaning of section 424 of the Code or (ii) to

the extent that section 424 of the Code does not apply to any Company

Option, would be such a corporation were section 424 of the Code applicable

to such option. Each Company Option assumed by Parent shall be exercisable

upon the same terms and conditions as under the applicable Company Stock

Option Plan and the applicable option agreement issued thereunder, except

that (i) each Company Option shall be exercisable for that whole number of

shares of Parent Common Stock (rounded to the nearest whole share) into

which the number of shares of the Company Common Stock subject to such

Company Option immediately prior to the Effective Time would be converted

under Section 4.2(b), and (ii) the option price per share of Parent Common

Stock shall be an amount equal to the option price per share of Company

Common Stock subject to such Company Option in effect

immediately prior to the Effective Time divided by the Exchange Ratio (the

price per share, as so determined, being rounded upward to the nearest full

cent).

(ii) Parent shall take all corporate action necessary to reserve for

issuance a number of shares of Parent Common Stock equal to the number of

shares of Parent Common Stock issuable upon the exercise of the Company

Options assumed by Parent pursuant to this Section 4.2(e). From and after

the date of this Agreement, except as provided in Section 7.1(f), no

additional options shall be granted by the Company or its Subsidiaries

under the Company Stock Option Plans or otherwise. At the Effective Time or

as soon as practicable, but in no event more than three business days,

thereafter, Parent shall file with the Securities and Exchange Commission

(the "SEC") a Registration Statement on Form S-8 covering all shares of

Parent Common Stock to be issued upon exercise of the Company Options and

shall cause such registration statement to remain effective for as long as

there are outstanding any Company Options.

SECTION 4.3 Exchange of Certificates Representing Company Common Stock.

(a) As of the Effective Time, Parent shall deposit, or shall cause to

be deposited, with an exchange agent selected by Parent, which shall be

Parent's transfer agent for the Parent Common Stock or such other party

reasonably satisfactory to the Company (the "Exchange Agent"), for the

benefit of the holders of shares of Company Common Stock, for exchange in

accordance with this Article 4, certificates representing the shares of

Parent Common Stock and the cash in lieu of fractional shares (such cash

and certificates for shares of Parent Common Stock, together with any

dividends or distributions with respect thereto, being hereinafter referred

to as the "Exchange Fund") to be issued pursuant to Section 4.2 and paid

pursuant to this Section 4.3 in exchange for outstanding shares of Company

Common Stock.

(b) Promptly after the Effective Time, Parent shall cause the Exchange

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Agent to mail to each holder of record of one or more Certificates (other

than to holders of Company Common Stock that, pursuant to Section 4.2(d),

are canceled without payment of any consideration therefor): (A) a letter

of transmittal (the "Letter of Transmittal") which shall specify that

delivery shall be effected, and risk of loss and title to the Certificates

shall pass, only upon delivery of the Certificates to the Exchange Agent

and shall be in such form and have such other provisions as Parent and the

Company may reasonably specify and (B) instructions for use in effecting

the surrender of the Certificates in exchange for certificates representing

shares of Parent Common Stock and cash in lieu of fractional shares. Upon

surrender of a Certificate for cancellation to the Exchange Agent together

with such Letter of Transmittal, duly executed and completed in accordance

with the instructions thereto, the holder of such Certificate shall be

entitled to receive in exchange therefor (x) a certificate representing

that number of whole shares of Parent Common Stock and (y) a check

representing the amount of cash in lieu of fractional shares, if any, and

unpaid dividends and distributions, if any, which such holder has the right

to receive in respect of the Certificate surrendered pursuant to the

provisions of this Article 4, after giving effect to any required

withholding tax, and the Certificate so surrendered shall forthwith be

canceled. No interest will be paid or accrued on the cash in lieu of

fractional shares and unpaid dividends and distributions, if any, payable

to holders of Certificates. In the event of a transfer of ownership of

Company Common Stock which is not registered in the transfer records of the

Company, a certificate representing the proper number of shares of Parent

Common Stock, together with a check for the cash to be paid in lieu of

fractional shares, shall be issued to such a transferee if the Certificate

representing such Company Common Stock is presented to the Exchange Agent,

accompanied by all documents required to evidence and effect such transfer

and to evidence that any applicable stock transfer taxes have been paid.

dividends or other distributions declared or made after the Effective Time

with respect to Parent Common Stock with a record date after the Effective

Time shall be paid with respect to the shares to be issued upon conversion

of any Certificate until such Certificate is surrendered for exchange as

provided herein. Subject to the effect of applicable laws, following

surrender of any such Certificate, there shall be paid to the holder of the

certificates representing whole shares of Parent Common Stock issued in

exchange therefor, without interest, (i) at the time of such surrender, the

amount of dividends or other distributions with a record date after the

Effective Time theretofore payable with respect to such whole shares of

Parent Common Stock and not

paid, less the amount of any withholding taxes which may be required

thereon, and (ii) at the appropriate payment date, the amount of dividends

or other distributions with a record date after the Effective Time but

prior to surrender and a payment date subsequent to surrender payable with

respect to such whole shares of Parent Common Stock, less the amount of any

withholding taxes which may be required thereon.

(d) At or after the Effective Time, there shall be no transfers on the

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stock transfer books of the Company of the shares of Company Common Stock

which were outstanding immediately prior to the Effective Time. If, after

the Effective Time, Certificates are presented to the Surviving

Corporation, the presented Certificates shall be canceled and exchanged for

certificates for shares of Parent Common Stock and cash in lieu of

fractional shares, if any, deliverable in respect thereof pursuant to this

Agreement in accordance with the procedures set forth in this Article 4.

Certificates surrendered for exchange by any person constituting an

"affiliate" of the Company for purposes of Rule 145(c) under the Securities

Act of 1933, as amended (the "Securities Act"), shall not be exchanged

until Parent has received a written agreement from such person as provided

in Section 7.11.

(e) No fractional shares of Parent Common Stock shall be issued

pursuant hereto. In lieu of the issuance of any fractional share of Parent

Common Stock pursuant to Section 4.2(b), cash adjustments will be paid to

holders in respect of any fractional share of Parent Common Stock that

would otherwise be issuable, and the amount of such cash adjustment shall

be equal to such fractional proportion of the Parent Share Price.

(f) Any portion of the Exchange Fund (including the proceeds of any

investments thereof and any shares of Parent Common Stock) that remains

unclaimed by the former stockholders of the Company one year after the

Effective Time shall be delivered to Parent. Any former stockholders of the

Company who have not theretofore complied with this Article 4 shall

thereafter look only to Parent for payment of their shares of Parent Common

Stock, cash in lieu of fractional shares and unpaid dividends and

distributions on the Parent Common Stock deliverable in respect of each

Certificate such former stockholder holds as determined pursuant to this

Agreement.

(g) None of Parent, the Surviving Corporation, the Exchange Agent or

any other person shall be liable to any former holder of shares of Company

Common Stock for any amount properly delivered to a public official

pursuant to applicable abandoned property, escheat or similar laws.

(h) In the event any Certificate shall have been lost, stolen or

destroyed, upon the making of an affidavit of that fact by the person

claiming such Certificate to be lost, stolen or destroyed and, if required

by the Surviving Corporation, the posting by such person of a bond in such

reasonable amount as the Surviving Corporation may direct as indemnity

against any claim that may be made against it with respect to such

Certificate, the Exchange Agent will issue in exchange for such lost,

stolen or destroyed Certificate the shares of Parent Common Stock and cash

in lieu of fractional shares, and unpaid dividends and distributions on

shares of Parent Common Stock as provided in Section 4.3(c), deliverable in

respect thereof pursuant to this Agreement.

SECTION 4.4 Adjustment of Exchange Ratio. In the event that, subsequent to

the date of this Agreement but prior to the Effective Time, the Company changes

the number of shares of Company Common Stock, or Parent changes the number of

shares of Parent Common Stock, issued and outstanding as a result of a stock

split, reverse stock split, stock dividend, recapitalization or other similar

transaction, the Exchange Ratio and other items dependent thereon shall be

appropriately adjusted.

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SECTION 4.5 Rule 16b-3 Approval. Parent agrees that the Parent Board of

Directors or the Compensation Committee of the Parent Board of Directors shall

at or prior to the Effective Time adopt resolutions specifically approving, for

purposes of Rule 16b-3 ("Rule 16b-3") under the Securities Exchange Act of 1934,

as amended (the "Exchange Act"), the receipt, pursuant to Section 4.2, of Parent

Common Stock and Parent stock options by officers and directors of the Company

who will become officers or directors of the Parent subject to Rule 16b-3.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the disclosure letter delivered to Parent

concurrently with the execution hereof (the "Company Disclosure Letter") or as

disclosed with reasonable specificity in the Company Reports (as defined in

Section 5.7), the Company represents and warrants to Parent that:

SECTION 5.1 Existence; Good Standing; Corporate Authority. The Company is a

corporation duly incorporated, validly existing and in good standing under the

laws of its jurisdiction of incorporation. The Company is duly qualified to do

business as a foreign corporation and is in good standing under the laws of any

jurisdiction in which the character of the properties owned or leased by it

therein or in which the transaction of its business makes such qualification

necessary, except where the failure to be so qualified would not have,

individually or in the aggregate, a Company Material Adverse Effect (as defined

in Section 10.9). The Company has all requisite corporate power and authority to

own, operate and lease its properties and to carry on its business as now

conducted. The copies of the Company's certificate of incorporation and bylaws

previously made available to Parent are true and correct and contain all

amendments as of the date hereof.

SECTION 5.2 Authorization, Validity and Effect of Agreements. The Company

has the requisite corporate power and authority to execute and deliver this

Agreement, the Stock Option Agreements and all other agreements and documents

contemplated hereby. The consummation by the Company of the transactions

contemplated hereby and by the Stock Options Agreements has been duly authorized

by all requisite corporate action, other than, with respect to the Merger, the

approval and adoption of this Agreement by the Company's stockholders. This

Agreement and the Stock Option Agreements constitute the valid and legally

binding obligations of the Company, enforceable in accordance with their

respective terms, subject to applicable bankruptcy, insolvency, moratorium or

other similar laws relating to creditors' rights and general principles of

equity.

SECTION 5.3 Capitalization. The authorized capital stock of the Company

consists of 150,000,000 shares of Company Common Stock and 25,000,000 shares of

preferred stock, par value $1.00 per share, of the Company ("Company Preferred

Stock") and, as of April 30, 1998, there were 54,802,834 shares of Company

Common Stock issued and outstanding and 4,360,254 shares of Company Common Stock

reserved for issuance upon exercise of outstanding Company Options, and no

shares of Company Preferred Stock issued and

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outstanding. All such issued and outstanding shares of Company Common Stock are

duly authorized, validly issued, fully paid, nonassessable and free of

preemptive rights. One right to purchase Series A Junior Participating Preferred

Stock (each, a "Company Right") issued pursuant to the Rights Agreement, dated

as of August 17, 1994 (the "Company Rights Agreement"), as amended, between the

Company and Chemical Trust Company of California is associated with and attached

to each outstanding share of Company Common Stock. As of the date of this

Agreement, except as set forth in this Section 5.3 or in the Stock Option

Agreements and except for any shares of Company Common Stock issued pursuant to

Company Stock Option Plans described in the Company Reports filed prior to the

date of this Agreement, there are no outstanding shares of capital stock and

there are no options, warrants, calls, subscriptions, convertible securities, or

other rights, agreements or commitments which obligate the Company or any of its

Subsidiaries to issue, transfer or sell any shares of capital stock or other

voting securities of the Company or any of its Subsidiaries. The Company has no

outstanding bonds, debentures, notes or other obligations the holders of which

have the right to vote (or which are convertible into or exercisable for

securities having the right to vote) with the stockholders of the Company on any

matter.

SECTION 5.4 Significant Subsidiaries. For purposes of this Agreement,

"Significant Subsidiary" shall mean significant subsidiary as defined in Rule

1-02 of Regulation S-X of the Exchange Act. Each of the Company's Significant

Subsidiaries is a corporation or partnership duly organized, validly existing

and in good standing (where applicable) under the laws of its jurisdiction of

incorporation or organization, has the corporate or partnership power and

authority to own, operate and lease its properties and to carry on its business

as it is now being conducted, and is duly qualified to do business and is in

good standing (where applicable) in each jurisdiction in which the ownership,

operation or lease of its property or the conduct of its business requires such

qualification, except for jurisdictions in which such failure to be so qualified

or to be in

good standing would not have a Company Material Adverse Effect. All of the

outstanding shares of capital stock of, or other ownership interests in, each of

the Company's Significant Subsidiaries is duly authorized, validly issued, fully

paid and nonassessable, and is owned, directly or indirectly, by the Company

free and clear of all liens, pledges, security interests, claims or other

encumbrances ("Liens"). Schedule 5.4 to the Company Disclosure Letter sets forth

for each Significant Subsidiary of the Company, its name and jurisdiction of

incorporation or organization.

SECTION 5.5 No Violation of Law. Neither the Company nor any of its

Subsidiaries is in violation of any order of any court, governmental authority

or arbitration board or tribunal, or any law, ordinance, governmental rule or

regulation to which the Company or any of its Subsidiaries or any of their

respective properties or assets is subject, except as would not have,

individually or in the aggregate, a Company Material Adverse Effect. The Company

and its Subsidiaries hold all permits, licenses, variances, exemptions, orders,

franchises and approvals of all governmental authorities necessary for the

lawful conduct of their respective businesses (the "Company Permits"), except

where the failure so to hold would not have a Company Material Adverse Effect.

The Company and its Subsidiaries are in compliance with the terms of the Company

<PAGE>

Page 13

Permits, except where the failure so to comply would not have a Company Material

Adverse Effect. To the knowledge of the Company, no investigation by any

governmental authority with respect to the Company or any of its Subsidiaries is

pending or threatened, other than those the outcome of which would not have a

Company Material Adverse Effect.

SECTION 5.6 No Conflict.

(a) Neither the execution and delivery by the Company of this

Agreement or the Stock Option Agreements nor the consummation by the

Company of the transactions contemplated hereby or thereby in accordance

with the terms hereof or thereof will: (i) conflict with or result in a

breach of any provisions of the certificate of incorporation or bylaws of

the Company; (ii) violate, or conflict with, or result in a breach of any

provision of, or constitute a default (or an event which, with notice or

lapse of time or both, would constitute a default) under, or result in the

termination or in a right of termination or cancellation of, or give rise

to a right of purchase under, or accelerate the performance required by, or

result in the creation of any Lien upon any of the properties of the

Company or its Subsidiaries under, or result in being declared void,

voidable, or without further binding effect, or otherwise result in a

detriment to the Company or any of its Subsidiaries under, any of the

terms, conditions or provisions of, any note, bond, mortgage, indenture,

deed of trust, license, franchise, permit, lease, contract, agreement,

joint venture or other instrument or obligation to which the Company or any

of its Subsidiaries is a party, or by which the Company or any of its

Subsidiaries or any of their properties is bound or affected; or (iii)

contravene or conflict with or constitute a violation of any provision of

any law, rule, regulation, judgment, order or decree binding upon or

applicable to the Company or any of its Subsidiaries, except, in the case

of matters described in clause (ii) or (iii), as would not have,

individually or in the aggregate, a Company Material Adverse Effect.

(b) Neither the execution and delivery by the Company of this

Agreement or the Stock Option Agreements nor the consummation by the

Company of the transactions contemplated hereby or thereby in accordance

with the terms hereof or thereof will require any consent, approval or

authorization of, or filing or registration with, any governmental or

regulatory authority, other than (i) the filings provided for in Article 1

and (ii) filings required under the Hart-Scott-Rodino Antitrust

Improvements Act of 1976, as amended (the "HSR Act"), the Exchange Act, the

Securities Act or applicable state securities and "Blue Sky" laws and

applicable foreign competition or antitrust laws ((i) and (ii)

collectively, the "Regulatory Filings"), and listing on the NYSE of the

Company Common Stock to be issued upon exercise of the option granted to

Parent pursuant to the applicable Stock Option Agreement, except for any

consent, approval or authorization the failure of which to obtain and for

any filing or registration the failure of which to make would not have a

Company Material Adverse Effect.

SECTION 5.7 SEC Documents. The Company has made available to Parent each

registration statement, report, proxy statement or information statement (other

than preliminary materials) filed by the Company with the SEC since January 1,

1997, each in the form (including exhibits and any amendments thereto) filed

<PAGE>

Page 14

with the SEC (collectively, the "Company Reports"). As of their respective

dates, the Company Reports (i) were prepared in all material respects in

accordance with the applicable requirements of the Securities Act, the Exchange

Act, and the rules and regulations thereunder and (ii) did not contain any

untrue statement of a material fact or omit to state a material fact required to

be stated therein or necessary to make the statements made therein, in the light

of the circumstances under which they were made, not misleading except for such

statements, if any, as have been modified by subsequent filings with the SEC

prior to the date hereof. Each of the consolidated balance sheets included in or

incorporated by reference into the Company Reports (including the related notes

and schedules) fairly presents in all material respects the consolidated

financial position of the Company and its Subsidiaries as of its date and each

of the consolidated statements of income, cash flows and changes in

stockholders' equity of the Company included in or incorporated by reference

into the Company Reports (including any related notes and schedules) fairly

presents in all material respects the results of operations, cash flows or

changes in stockholders' equity, as the case may be, of the Company and its

Subsidiaries for the periods set forth therein (subject, in the case of

unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of

the SEC and (y) normal year-end audit adjustments), in each case in accordance

with generally accepted accounting principles consistently applied during the

periods involved, except as may be noted therein. Except as and to the extent

set forth on the consolidated balance sheet of the Company and its Subsidiaries

at December 31, 1997, including all notes thereto, as of such date, neither the

Company nor any of its Subsidiaries had any liabilities or obligations of any

nature (whether accrued, absolute, contingent or otherwise) that would be

required to be reflected on, or reserved against in, a balance sheet of the

Company or in the notes thereto prepared in accordance with generally accepted

accounting principles consistently applied, other than liabilities or

obligations which would not have, individually or in the aggregate, a Company

Material Adverse Effect.

SECTION 5.8 Litigation. There are no actions, suits or proceedings pending

against the Company or any of its Subsidiaries or, to the Company's knowledge,

threatened against the Company or any of its Subsidiaries, at law or in equity,

or before or by any federal, state or foreign commission, board, bureau, agency

or instrumentality, that are likely to have, individually or in the aggregate, a

Company Material Adverse Effect. There are no outstanding judgments, decrees,

injunctions, awards or orders against the Company or any of its Subsidiaries

that are likely to have, individually or in the aggregate, a Company Material

Adverse Effect.

SECTION 5.9 Absence of Certain Changes. Since December 31, 1997, there has

not been (i) any event or occurrence that has had or is likely to have a

Material Adverse Effect with respect to the Company, (ii) any material change by

the Company or any of its Subsidiaries, when taken as a whole, in any of its

accounting methods, principles or practices or any of its tax methods, practices

or elections, (iii) any declaration, setting aside or payment of any dividend or

distribution in respect of any capital stock of the Company or any redemption,

purchase or other acquisition of any of its securities, or (iv) any increase in

or establishment of any bonus, insurance, severance, deferred compensation,

pension, retirement, profit sharing, stock option, stock purchase or other

<PAGE>

Page 15

employee benefit plan, except in the ordinary course of business.

SECTION 5.10 Taxes.

(a) Each of the Company, its Subsidiaries and each affiliated,

consolidated, combined, unitary or similar group of which any such

corporation is or was a member has (i) duly filed (or there has been filed

on its behalf) on a timely basis with appropriate governmental authorities

all tax returns, statements, reports, declarations, estimates and forms

("Returns") required to be filed by or with respect to it, except to the

extent that any failure to file would not have, individually or in the

aggregate, a Company Material Adverse Effect, and (ii) duly paid or

deposited in full on a timely basis or made adequate provisions in

accordance with generally accepted accounting principles (or there has been

paid or deposited or adequate provision has been made on its behalf) for

the payment of all taxes required to be paid by it, except to the extent

that any failure to pay or deposit or make adequate provision for the

payment of such taxes would not have, individually or in the aggregate, a

Company Material Adverse Effect. The Company's aggregate adjusted basis for

federal income tax purposes in its shares of Unova, Inc. immediately before

the distribution by the Company to its stockholders of such shares was

equal to at least $500 million.

(b) (i) Except as set forth in the Company Disclosure Letter, the

federal income tax returns of the Company and each of its Subsidiaries have

been examined by the Internal Revenue Service (the "IRS") (or the

applicable statutes of limitation for the assessment of federal income

taxes for such periods have expired) for all periods; (ii) except to the

extent being contested in good faith, all material deficiencies asserted as

a result of such examinations and any other examinations of the Company and

its Subsidiaries by any taxing authority have been paid fully, settled or

adequately provided for in the financial statements contained in the

Company Reports; (iii) as of the date hereof, neither the Company nor any

of its Subsidiaries has granted any requests, agreements, consents or

waivers to extend the statutory period of limitations applicable to the

assessment of any taxes with respect to any Returns of the Company or any

of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries

is a party to, is bound by or has any obligation under any tax sharing,

allocation or indemnity agreement or any similar agreement or arrangement

that would have a Company Material Effect; and (v) neither the Company nor

any of its Subsidiaries is a party to an agreement that provides for the

payment of any amount that would constitute a "parachute payment" within

the meaning of section 280G of the Code.

For purposes of this Agreement, "tax" or "taxes" means all federal, state,

county, local, foreign or other net income, gross income, gross receipts, sales,

use, ad valorem, transfer, accumulated earnings, personal holding company,

excess profits, franchise, profits, license, withholding, payroll, employment,

excise, severance, stamp, occupation, premium, property, disability, capital

stock, or windfall profits taxes, customs duties or other taxes, fees,

assessments or governmental charges of any kind whatsoever, together with any

interest and any penalties, additions to tax or additional amounts imposed by

<PAGE>

Page 16

any taxing authority (domestic or foreign).

SECTION 5.11 Employee Benefit Plans.

(a) Schedule 5.11 of the Company Disclosure Letter contains a list of

all U.S. Company Benefit Plans. The term "Company Benefit Plans" means all

material employee benefit plans and other material benefit arrangements,

including all "employee benefit plans" as defined in the Employee

Retirement Income Security Act of 1974, as amended ("ERISA"), covering

employees of the Company and its Subsidiaries. True and complete copies of

the U.S. Company Benefit Plans and, if applicable, the most recent Form

5500 and annual reports for each such plan have been made available to

Parent.

(b) Except as would not have, individually or in the aggregate, a

Company Material Adverse Effect: all applicable reporting and disclosure

requirements have been met with respect to the Company Benefit Plans; there

has been no "reportable event," as that term is defined in section 4043 of

ERISA, with respect to the Company Benefit Plans subject to Title IV of

ERISA; to the extent applicable, the Company Benefit Plans comply, in all

material respects, with the requirements of ERISA and the Code, and any

Company Benefit Plan intended to be qualified under section 401(a) of the

Code has been determined by the IRS to be so qualified; the Company Benefit

Plans have been maintained and operated, in all material respects, in

accordance with their terms, and there are no breaches of fiduciary duty in

connection with the Company Benefit Plans; to the Company's knowledge,

there are no pending or threatened claims against or otherwise involving

any Company Benefit Plan and no suit, action or other litigation (excluding

claims for benefits incurred in the ordinary course of Company Benefit Plan

activities) has been brought against or with respect to any such Company

Benefit Plan; all material contributions required to be made as of the date

hereof to the Company Benefit Plans have been made or provided for; the

Company does not maintain or contribute to any material plan or arrangement

which provides or has any liability to provide life insurance, medical or

other employee welfare benefits to any employee or former employee upon his

retirement or termination of employment and the Company has not

represented, promised or contracted (whether in oral or written form) to

any employee or former employee that such benefits would be provided; with

respect to the Company Benefit Plans or any "employee pension benefit

plans," as defined in section 3(2) of ERISA, that are subject to Title IV

of ERISA and have been maintained or contributed to within six years prior

to the Effective Time by the Company, its Subsidiaries or any trade or

business (whether or not incorporated) which is under common control, or

which is treated as a single employer, with the Company or any of its

Subsidiaries under

sections 414(b), (c), (m), or (o) of the Code, (i) neither the Company nor

any of its Subsidiaries has incurred any direct or indirect liability under

title IV of ERISA in connection with any termination thereof or withdrawal

therefrom; (ii) there does not exist any accumulated funding deficiency

within the meaning of section 412 of the Code or section 302 of ERISA,

whether or not waived; and (iii) the actuarial value of the assets equal or

<PAGE>

Page 17

exceed the actuarial present value of the benefit liabilities, within the

meaning of section 4041 of ERISA, based upon reasonable actuarial

assumptions and asset valuation principles; and no prohibited transaction

has occurred with respect to any Company Benefit Plan that would result in

the imposition of any excise tax or other liability under the Code or

ERISA.

business (whether or not incorporated) which is under common control, or

which is treated as a single employer, with the Company or any of its

Subsidiaries under sections 414(b), (c), (m), or (o) of the Code,

contributes to, or has an obligation to contribute to, and has not within

six years prior to the Effective Time contributed to, or had an obligation

to contribute to, a multiemployer plan within the meaning of section 3(37)

of ERISA. The execution of, and performance of the transactions

contemplated in, this Agreement will not (either alone or upon the

occurrence of any additional or subsequent events) constitute an event

under any benefit plan, policy, arrangement or agreement or any trust or

loan that will or may result in any payment (whether of severance pay or

otherwise), acceleration, forgiveness of indebtedness, vesting,

distribution, increase in benefits or obligations to fund benefits with

respect to any employee of the Company or any Subsidiary thereof.

SECTION 5.12 Labor Matters. Except as would not have a Company Material

Adverse Effect, (i) neither the Company nor any of its Subsidiaries is a party

to, or bound by, any collective bargaining agreement, contract or other

agreement or understanding with a U.S. labor union or U.S. labor organization

and (ii) to the Company's knowledge, there are no organizational efforts with

respect to the formation of a collective bargaining unit presently being made or

threatened involving employees of the Company or any of its Subsidiaries.

SECTION 5.13 Environmental Matters. Except as would not have, individually

or in the aggregate, a Company Material Adverse Effect:

(a) there are not any past or present conditions or circumstances that

interfere with the conduct of the business of the Company and each of its

Subsidiaries in the manner now conducted or which interfere with compliance

with any order of any court, governmental authority or arbitration board or

tribunal, or any law, ordinance, governmental rule or regulation related to

human health or the environment ("Environmental Law");

(b) there are not any past or present conditions or circumstances at,

or arising out of, any current or former businesses, assets or properties

of the Company or any Subsidiary of the Company, including but not limited

to on-site or off-site disposal or release of any chemical substance,

product or waste, which could reasonably be expected to give rise to: (i)

liabilities or obligations for any cleanup, remediation, disposal or

corrective action under any Environmental Law or (ii) claims arising for

personal injury, property damage, or damage to natural resources; and

any notice of noncompliance with, violation of, or liability or potential

liability under any Environmental Law or (ii) entered into any consent

decree or order or is subject to any order of any court or governmental

authority or tribunal under any Environmental Law or relating to the

<PAGE>

Page 18

cleanup of any hazardous materials contamination.

SECTION 5.14 Intellectual Property. Except as previously disclosed to

Parent in writing, the Company and its Subsidiaries own or possess adequate

licenses or other valid rights to use all patents, patent rights, trademarks,

trademark rights and proprietary information used or held for use in connection

with their respective businesses as currently being conducted, except where the

failure to own or possess such licenses and other rights would not have,

individually or in the aggregate, a Company Material Adverse Effect, and there

are no assertions or claims challenging the validity of any of the foregoing

which are likely to have,

individually or in the aggregate, a Company Material Adverse Effect. The conduct

of the Company's and its Subsidiaries' respective businesses as currently

conducted does not conflict with any patents, patent rights, licenses,

trademarks, trademark rights, trade names, trade name rights or copyrights of

others in any way likely to have, individually or in the aggregate, a Company

Material Adverse Effect. There is no material infringement of any proprietary

right owned by or licensed by or to the Company or any of its Subsidiaries which

is likely to have, individually or in the aggregate, a Company Material Adverse

Effect. The computer software operated, sold or licensed by the Company that is

material to its business or its internal operations is capable of providing or

is being or will be adapted, or is capable of being replaced, to provide

uninterrupted millennium functionality to record, store, process and present

calendar dates falling on or after January 1, 2000 in substantially the same

manner and with substantially the same functionality as such software records,

stores, processes and presents such calendar dates falling on or before December

31, 1999, except as would not have a Company Material Adverse Effect. The costs

of the adaptations and replacements referred to in the prior sentence will not

have a Company Material Adverse Effect.

SECTION 5.15 Insurance. The Company and its Subsidiaries maintain insurance

coverage reasonably adequate for the operation of their respective businesses

(taking into account the cost and availability of such insurance).

SECTION 5.16 No Brokers. The Company has not entered into any contract,

arrangement or understanding with any person or firm which may result in the

obligation of the Company or Parent to pay any finder's fees, brokerage or

agent's commissions or other like payments in connection with the negotiations

leading to this Agreement or the consummation of the transactions contemplated

hereby, except that the Company has retained as its financial advisor, the

arrangements with which have been disclosed in writing to Parent prior to the

date hereof.

SECTION 5.17 Opinion of Financial Advisor. The Board of Directors of the

Company has received the opinion of to the effect that, as of the date of this

Agreement, the Exchange Ratio is fair, from a financial point of view, to the

holders of the Company Common Stock; it being understood and acknowledged by

Parent that such opinion has been rendered for the benefit of the Board of

Directors of the Company, and is not intended to, and may not, be relied upon by

Parent, its affiliates or their respective Subsidiaries.

<PAGE>

Page 19

SECTION 5.18 Parent Stock Ownership. Neither the Company nor any of its

Subsidiaries owns any shares of capital stock of Parent or any other securities

convertible into or otherwise exercisable to acquire capital stock of Parent.

SECTION 5.19 Reorganization. Neither the Company nor any of its

Subsidiaries has taken or failed to take any action, as a result of which the

Merger would not qualify as a reorganization within the meaning of section

368(a) of the Code.

SECTION 5.20 Pooling. Neither the Company nor any of its Subsidiaries has

taken or failed to take any action, as a result of which the Merger would not

qualify as a "pooling of interests" for financial accounting purposes.

SECTION 5.21 Vote Required. The affirmative vote of the holders of at least

a majority of the outstanding shares of Company Common Stock is the only vote of

the holders of any class or series of Company capital stock necessary to approve

this Agreement and the transactions contemplated hereby.

SECTION 5.22 Amendment to the Company Rights Agreement. The Company has

amended or taken other action under the Company Rights Agreement so that none of

the execution and delivery of this Agreement or the Stock Option Agreements, the

conversion of shares of Company Common Stock into the right to receive Parent

Common Stock in accordance with Article 4 of this Agreement, the issuance of

shares of Company Common Stock upon exercise of the option granted to Parent

pursuant to the applicable Stock Option Agreement, and the consummation of the

Merger or any other transaction contemplated hereby or by the Stock Option

Agreement, will cause (i) the Company Rights to become exercisable under the

Company Rights Agreement, (ii) Parent or any of its Subsidiaries to be deemed an

"Acquiring Person" (as defined in the Company Rights Agreement), (iii) any such

event to be an event described in Section 11(a)(ii) or 13 of the Company Rights

Agreement or (iv) the "Shares Acquisition Date" or the "Distribution Date" (each

defined in the Company Rights Agreement) to occur upon any such event, and so

that the Company Rights will expire immediately prior to the Effective Time. The

Company has delivered to Parent a true and complete copy of the Company Rights

Agreement, as amended to date.

SECTION 5.23 Certain Approvals. The Company Board of Directors has taken

any and all necessary and appropriate action to render inapplicable to the

Merger and the transactions contemplated by this Agreement and the Stock Option

Agreements the provisions of Section 203 of the DGCL. No other state takeover or

business combination statute applies or purports to apply to the Merger or the

transactions contemplated by this Agreement or the Stock Option Agreements.

SECTION 5.24 Certain Contracts. Neither the Company nor any of its

Subsidiaries is a party to or bound by any non-competition agreement or any

other agreement or obligation which purports to limit in any material respect

the manner in which, or the localities in which, all or any material portion of

the current business of the Company and its Subsidiaries, taken as a whole, or

the Parent and its Subsidiaries, taken as a whole, is conducted.

<PAGE>

Page 20

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF PARENT

AND MERGER SUB

Except as set forth in the disclosure letter delivered to the Company

concurrently with the execution hereof (the "Parent Disclosure Letter") or as

disclosed with reasonable specificity in the Parent Reports (as defined in

Section 6.7), Parent and Merger Sub, jointly and severally, represent and

warrant to the Company that:

SECTION 6.1 Existence; Good Standing; Corporate Authority. Parent and

Merger Sub are corporations duly incorporated, validly existing and in good

standing under the laws of their respective jurisdictions of incorporation.

Parent is duly qualified to do business as a foreign corporation and is in good

standing under the laws of any jurisdiction in which the character of the

properties owned or leased by it therein or in which the transaction of its

business makes such qualification necessary, except where the failure to be so

qualified would not have, individually or in the aggregate, a Parent Material

Adverse Effect (as defined in Section 10.9). Parent has all requisite corporate

power and authority to own, operate and lease its properties and to carry on its

business as now conducted. The copies of Parent's certificate of incorporation

and bylaws previously made available to the Company are true and correct and

contain all amendments as of the date hereof.

SECTION 6.2 Authorization, Validity and Effect of Agreements. Each of

Parent and Merger Sub has the requisite corporate power and authority to execute

and deliver this Agreement, the Stock Option Agreements and all other agreements

and documents contemplated hereby to which it is a party. Each of the

consummation by Parent and Merger Sub of the transactions contemplated hereby,

including the issuance and delivery by Parent of shares of Parent Common Stock

pursuant to the Merger, and the consummation by Parent of the transactions

contemplated by the Stock Option Agreements, has been duly authorized by all

requisite corporate action, other than approval of the issuance of the shares of

Parent Common Stock pursuant to the Merger contemplated hereby by Parent's

stockholders as required by the rules of the NYSE. This Agreement and the Stock

Option Agreements constitute the valid and legally binding obligations of each

of Parent and Merger Sub to the extent it is a party, enforceable in accordance

with their respective terms, subject to applicable bankruptcy, insolvency,

moratorium or other similar laws relating to creditors' rights and general

principles of equity.

SECTION 6.3 Capitalization. The authorized capital stock of Parent consists

of 400,000,000 shares of Parent Common Stock and 15,000,000 shares of preferred

stock, par value $1.00 per share, of Parent ("Parent Preferred Stock"), and, as

of May 1, 1998, there were 169,709,279 shares of Parent Common Stock issued and

outstanding and 6,286,974 shares of Parent Common Stock reserved for issuance

upon exercise of outstanding Parent options and no shares of Parent Preferred

Stock issued and outstanding. All such issued and outstanding shares of Parent

Common Stock are duly authorized, validly issued, fully paid, nonassessable and

free of preemptive rights. The shares of Parent Common Stock to be issued in

connection with the

<PAGE>

Page 21

Merger, when issued in accordance with this Agreement, will be validly issued,

fully paid and nonassessable. As of the date of this Agreement, except as set

forth in this Section 6.3 or in the Stock Option Agreements and except for any

shares of Parent Common Stock issued pursuant to plans described in the Parent

Reports filed prior to the date of this Agreement, there are no outstanding

shares of capital stock and there are no options, warrants, calls,

subscriptions, convertible securities or other rights, agreements or commitments

which obligate Parent or any of its Subsidiaries to issue, transfer or sell any

shares of capital stock or other voting securities of Parent or any of its

Subsidiaries. Parent has no outstanding bonds, debentures, notes or other

obligations the holders of which have the right to vote (or which are

convertible into or exercisable for securities having the right to vote) with

the stockholders of Parent on any matter.

SECTION 6.4 Significant Subsidiaries.

(a) Each of Parent's Significant Subsidiaries is a corporation or

partnership duly organized, validly existing and in good standing (where

applicable) under the laws of its jurisdiction of incorporation or organization,

has the corporate or partnership power and authority to own, operate and lease

its properties and to carry on its business as it is now being conducted, and is

duly qualified to do business and is in good standing (where applicable) in each

jurisdiction in which the ownership, operation or lease of its property or the

conduct of its business requires such qualification, except for jurisdictions in

which such failure to be so qualified or to be in good standing would not have a

Parent Material Adverse Effect. All of the outstanding shares of capital stock

of, or other ownership interests in, each of the Parent's Significant

Subsidiaries is duly authorized, validly issued, fully paid and nonassessable,

and is owned, directly or indirectly, by the Parent free and clear of all Liens.

Schedule 6.4 to the Parent Disclosure Letter sets forth for each Significant

Subsidiary of Parent its name and jurisdiction of incorporation or organization.

(b) All of the outstanding shares of capital stock of Merger Sub are owned

directly by Parent. Merger Sub was formed solely for the purpose of engaging in

the transactions contemplated hereby and has not engaged in any activities other

than in connection with the transactions contemplated by this Agreement.

SECTION 6.5 No Violation of Law. Neither Parent nor any of its Subsidiaries

is in violation of any order of any court, governmental authority or arbitration

board or tribunal, or any law, ordinance, governmental rule or regulation to

which Parent or any of its Subsidiaries or any of their respective properties or

assets is subject, except as would not have, individually or in the aggregate, a

Parent Material Adverse Effect. Parent and its Subsidiaries hold all permits,

licenses, variances, exemptions, orders, franchises and approvals of all

governmental authorities necessary for the lawful conduct of their respective

businesses (the "Parent Permits"), except where the failure so to hold would not

have a Parent Material Adverse Effect. Parent and its Subsidiaries are in

compliance with the terms of the Parent Permits, except where the failure so to

comply would not have a Parent Material Adverse

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