<Page>

                                                                 EXHIBIT 4(e)(2)

               RESOLVED, that the Corporation hereby authorizes the
          issuance and sale of up to $200,000,000 principal amount of
          senior notes (the "Notes") on the terms and in the manner
          set forth in the Indenture and the Purchase Agreement, and
          as determined by the Pricing Committee (each as hereinafter
          defined).

               RESOLVED, that a Pricing Committee of the Board of
          Directors is hereby established to be comprised of
          Morton P. Hyman and Robert N. Cowen, which shall have
          authority to determine all matters relating to the pricing,
          issuance, sale and terms of the Notes, including without
          limitation, (i) the term, maturity and interest rate of the
          Notes, (indications are that the maturity of the Notes will
          be for seven years or ten years and that the interest rate
          will be between 8.625% and 8.875% per annum but these
          indications shall not limit the authority of Pricing
          Committee), the subordination provisions of the Notes and
          the redemption rights and obligations of the Corporation
          with respect to the Notes and (ii) the offering price of the
          Notes to qualified institutional buyers in reliance on
          Rule 144A under the Securities Act of 1933, as amended (the
          "Securities Act"), and to non-U.S. persons outside the U.S.
          in reliance on Regulation S under the Securities Act, the
          discount and other fees payable to the initial purchaser of
          the Notes (the "Initial Purchaser"), the issue price of the
          Notes to the Initial Purchaser, and the aggregate principal
          amount of Notes to be sold pursuant to the Purchase
          Agreement.

               RESOLVED, that the Chairman of the Board and any Senior
          Vice President (the "Authorized Officers") hereby are, and
          each of them acting without the others hereby is,
          authorized, in the name and on behalf of the Corporation, to
          negotiate, execute and deliver a purchase agreement between
          the Corporation and the Initial Purchaser (the "Purchase
          Agreement") in such form and containing such terms and
          provisions (not inconsistent with the terms and provisions
          thereof approved by the Pricing Committee) as the Authorized
          Officers or Officer executing the same shall approve,
          relating to the sale of the Notes, the execution and
          delivery of the Purchase Agreement by such Authorized
          Officers or Officer being conclusive evidence of their or
          his approval thereof.

<Page>

               RESOLVED, that the Authorized Officers of the
          Corporation hereby are, and each of them with full authority
          to act without the others hereby is, authorized, in the name
          and on behalf of the Corporation, to prepare and deliver to
          the Initial Purchaser an Offering Circular relating to the
          sale of the Notes in reliance on Rule 144A under the
          Securities Act and Regulation S under the Securities Act.

               RESOLVED, that the Authorized Officers of the
          Corporation hereby are, and each of them with full authority
          to act without the others hereby is, authorized, in the name
          and on behalf of the Corporation, to negotiate, execute and
          deliver an exchange and registration rights agreement
          between the Corporation and the Initial Purchaser (the
          "Registration Rights Agreement"), in such form and
          containing such terms and provisions as the Authorized
          Officers or Officer executing the same shall approve,
          relating to the Corporation filing under the Securities Act
          (i) a registration statement concerning an offer to exchange
          any or all of the Notes for a like principal amount of notes
          issued by the Corporation which are substantially identical
          to the Notes except that they have been registered under the
          Securities Act and (ii) under certain circumstances, a
          "shelf" registration statement providing for the
          registration of, and the sale of, the Notes on a continuous
          or delayed basis by the holders of the Notes pursuant to
          Rule 415 or any similar rule under the Securities Act, the
          execution and delivery of the Registration Rights Agreement
          by such Authorized Officer or Officer being conclusive
          evidence of their or his approval thereof.

               RESOLVED, that the Authorized Officers of the
          Corporation hereby are, and each of them with full authority
          to act without the others hereby is, authorized, in the name
          and on behalf of the Corporation, to execute a registration
          statement in accordance with the Registration Rights
          Agreement on the appropriate form (the "Note Registration
          Statement") covering the registration under the Securities
          Act of the Notes and the qualification of the Indenture
          under the Trust Indenture Act of 1939, to procure all
          necessary signatures thereon and to file the Registration
          Statement (together with appropriate exhibits thereto) and
          any amendments thereto with the Securities and Exchange
          Commission.

                                   2
<Page>

               RESOLVED, that, in connection with the filing of the
          Note Registration Statement with the Securities and Exchange
          Commission, the signature of any officer required to be
          affixed to the Note Registration Statement or any amendments
          thereto may be so affixed pursuant to a power of attorney
          granted by such officer to any other officer of the
          Corporation.

               RESOLVED, that a financial institution to be selected
          by the Pricing Committee hereby is appointed paying agent in
          respect of the Notes and Wilmington Trust Company or another
          financial institution to be selected by the Pricing
          Committee hereby is appointed trustee under the Indenture,
          on the terms and conditions set forth in the final form of
          the Indenture, and that the Authorized Officers hereby are,
          and each of them with full authority to act without the
          others hereby is, authorized to appoint such additional
          paying agents as the Authorized Officers or Officer shall
          deem necessary or desirable, and the Authorized Officers
          hereby are, and each of them with full authority to act
          without the others hereby is, authorized, in the name and on
          behalf of the Corporation, to prepare, execute and deliver
          any documents as they or he may deem necessary or desirable
          to complete such appointments, the execution and delivery of
          any such document by such Authorized Officers or Officer to
          be conclusive evidence that they or he deemed such document
          to be necessary or desirable.

               RESOLVED, that the form of any other resolution in
          connection with the appointment of any paying agent or
          trustee as described in the preceding resolution is hereby
          adopted, provided that any Authorized Officer considers the
          adoption of such resolution necessary or desirable; in which
          case the Secretary or Assistant Secretary of the Corporation
          hereby is directed to insert as an appendix to the minutes
          of this meeting a copy of such resolution, which shall
          thereupon be deemed to have been adopted by this Board of
          Directors at this meeting with the same force and effect as
          if presented verbatim to this meeting.

               RESOLVED, that the Authorized Officers hereby are, and
          each of them with full authority to act without the others
          hereby is, authorized, in the name and on behalf of the
          Corporation, to negotiate, execute and deliver the
          Indenture, including the form of Notes (both temporary
          global and definitive Notes), containing such terms and
          provisions (not inconsistent with the terms and provisions
          thereof approved by the Pricing Committee) as the Authorized
          Officers or Officer executing the same shall approve, the
          execution and delivery of

                                   3
<Page>

          the Indenture by such Authorized Officers or Officer being
          conclusive evidence of their or his approval thereof.

               RESOLVED, that the Notes (both temporary global and
          definitive Notes) shall be substantially in the form
          (including the form of the Trustee's certificate of
          authentication) to be determined by any Authorized Officer,
          with such changes therein authorized by the Indenture as are
          approved by such Authorized Officer delivering the Notes;
          that the Notes shall bear the manual or facsimile signatures
          of the present or any future Authorized Officer and the
          corporate seal, which may be in the form of a facsimile
          thereof, all of which facsimile signatures and seal hereby
          are adopted for that purpose with the same effect as if such
          facsimile signatures and seal were manually written or
          impressed thereon, and the Corporation may use the facsimile
          signature of any person who shall have been such Authorized
          Officer notwithstanding the fact that at the time when the
          Notes shall be authenticated and delivered or disposed of he
          shall have ceased to be such Authorized Officer of the
          Corporation; and that the Notes when so signed shall be
          delivered to the Trustee for authentication and delivery.

               RESOLVED, that any Authorized Officer is authorized and
          directed to deliver the Notes to the Trustee under the
          Indenture for authentication and that any Authorized Officer
          is authorized to sign one or more written orders to the
          Trustee called for by the Indenture.

               RESOLVED, that the Trustee under the Indenture, unless
          otherwise specifically instructed in writing by an
          Authorized Officer, may use any Note certificate that may be
          on hand from time to time bearing the signatures or
          facsimile signatures of persons heretofore or hereafter duly
          authorized to sign any Note certificate on behalf of the
          Corporation even if such persons, or any of them, shall no
          longer be duly authorized to sign on behalf of the
          Corporation; and any such Note certificate may be
          authenticated and registered by the Trustee with the same
          effect and validity as if such persons who originally signed
          on behalf of the Corporation were still authorized to sign
          on behalf of the Corporation.

               RESOLVED, that it is desirable and in the best interest
          of the Corporation that the Notes be qualified or registered
          for sale, or that an exemption from such registration or
          qualification be perfected, in various jurisdictions; that
          the Authorized Officers hereby are, and each of them with
          full authority to act without the others hereby is,
          authorized to

                                   4
<Page>

          determine the jurisdictions in which appropriate action
          shall be taken to qualify or register for sale or exemption
          all or such part of the Notes as they or he may deem
          advisable; that the Authorized Officers hereby are, and each
          of them with full authority to act without the others hereby
          is, authorized to perform on behalf of the Corporation any
          and all such acts as they or he may deem necessary or
          advisable in order to comply with the applicable laws of any
          such jurisdictions, and in connection therewith to execute
          and file all requisite papers and documents, including, but
          not limited to, applications, reports, surety bonds,
          irrevocable consents and appointments of attorneys for
          service of process; and the execution by any of such
          Authorized Officers of any such paper or document or the
          doing by him or them of any act in connection with the
          foregoing matters shall conclusively establish their or his
          authority therefor from the Corporation and the approval and
          ratification by the Corporation of the papers and documents
          so executed and the action so taken.

               RESOLVED, that the form of any other resolution in
          connection with such qualification or registration or
          exemption in any jurisdiction is hereby adopted, provided
          that any Authorized Officer, with the advice of counsel,
          considers the adoption of such resolution necessary or
          desirable, in which case the Secretary or Assistant
          Secretary of the Corporation hereby is directed to insert as
          an appendix to the minutes of this meeting a copy of such
          resolution, which shall thereupon be deemed to have been
          adopted by this Board of Directors at this meeting with the
          same force and effect as if presented verbatim to this
          meeting.

               RESOLVED, that the Authorized Officers hereby are, and
          each of them with full authority to act without the others
          hereby is, authorized to take all such further action and to
          execute and deliver all such further instruments and
          documents, in the name and on behalf of the Corporation and
          under its corporate seal or otherwise, and to pay such fees
          and expenses as in their or his judgment shall be necessary,
          proper or advisable in order fully to carry out the intent
          and to accomplish the purposes of the foregoing resolutions,
          and the execution by any of such Authorized Officers of any
          of such instruments or documents, or the doing by any of
          them of any act in connection with the foregoing matters,
          shall conclusively establish their or his authority therefor
          from the Corporation and the approval and ratification by
          the Corporation of the instruments and documents so executed
          and the actions so taken.

                                   5