EXHIBIT 4.5.2





            [Form of Debt Warrant Agreement for Warrants Sold Alone]


                       DONALDSON, LUFKIN & JENRETTE, INC.

                                      and

                             ---------------------,

                                as Warrant Agent

                           -------------------------,

                             DEBT WARRANT AGREEMENT

                            Dated as of ___________

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

                         Warrants to Purchase ________

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

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<TABLE>

                                      TABLE OF CONTENTS(1)

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

                                                                                             PAGE
                                                                                             ----

                                            ARTICLE 1
                   ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT
                                          CERTIFICATES

<S>            <C>
SECTION 1.01.  Issuance of Warrants.............................................................2
SECTION 1.02.  Execution and Delivery of Warrant Certificates...................................2
SECTION 1.03.  Issuance of Warrant Certificates.................................................3

                                            ARTICLE 2
                        WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

SECTION 2.01.  Warrant Price....................................................................5
SECTION 2.02.  Duration of Warrants.............................................................5
SECTION 2.03.  Exercise of Warrants.............................................................5

                                            ARTICLE 3
                    OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT
                                          CERTIFICATES

SECTION 3.01.  No Rights as Warrant Securityholder Conferred by
                 Warrants or Warrant Certificates...............................................9
SECTION 3.02.  Lost, Mutilated, Stolen, or Destroyed Warrant Certificates.......................9
SECTION 3.03.  Enforcement of Rights............................................................9
SECTION 3.04.  Merger, Consolidation, Conveyance or Transfer...................................10

                                            ARTICLE 4
                                      EXCHANGE AND TRANSFER

SECTION 4.01.  Exchange and Transfer...........................................................11
SECTION 4.02.  Treatment of Holders of Warrant Certificates....................................12
SECTION 4.03.  Cancellation of Warrant Certificates............................................12

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   1 The Table of Contents is not a part of the Agreement.

                                                i

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                                                                                             PAGE

                                            ARTICLE 5
                                  CONCERNING THE WARRANT AGENT

SECTION 5.01.  Warrant Agent...................................................................13
SECTION 5.02.  Conditions of Warrant Agent's Obligations.......................................13
SECTION 5.03.  Resignation and Appointment of Successor........................................15

                                            ARTICLE 6
                                          MISCELLANEOUS

SECTION 6.01.  Amendment.......................................................................17
SECTION 6.02.  Notices and Demands to the Company and Warrant Agent............................17
SECTION 6.03.  Addresses.......................................................................17
SECTION 6.04.  Applicable Law..................................................................18
SECTION 6.05.  Delivery of Prospectus..........................................................18
SECTION 6.06.  Obtaining of Governmental Approval..............................................18
SECTION 6.07.  Persons Having Rights under Warrant Agreement...................................18
SECTION 6.08.  Headings........................................................................18
SECTION 6.09.  Counterparts....................................................................19
SECTION 6.10.  Inspection of Agreement.........................................................19
SECTION 6.11.  Notices to Holders of Warrants..................................................19

TESTIMONIUM....................................................................................20
SIGNATURES.....................................................................................20

 EXHIBIT A - Form of Warrant Certificate [in Registered Form]
[EXHIBIT B - Form of Global Warrant Certificate in Bearer Form]
[EXHIBIT C - Form of Certificate to be Delivered to the Warrant Agent by the Euroclear Operator
             or Clearstream]
[EXHIBIT D - Form of Warrant Exercise Notice]
[EXHIBIT E - Form of Confirmation to be Delivered to Purchasers of Warrant Securities in Bearer Form]


                                               ii
</TABLE>

<PAGE>


                            DEBT WARRANT AGREEMENT2

         THIS AGREEMENT dated as of _____ between DONALDSON, LUFKIN & JENRETTE,
INC., a corporation duly organized and existing under the laws of the State of
Delaware (the "Company"), and ________, a [bank] [trust company] duly
incorporated and existing under the laws of _______, as Warrant Agent (the
"Warrant Agent"),

                             W I T N E S S E T H :

         WHEREAS, the Company has entered into a Senior Indenture dated as of
June 8, 1998 (the "Senior Indenture") between the Company and The Chase
Manhattan Bank, as Trustee (the "Trustee"), and a Subordinated Indenture dated
as of _____________ (the "Subordinated Indenture" and, together with the Senior
Indenture "Indentures" or "Indenture") between the Company and the Trustee
providing for the issuance from time to time of its unsecured debt securities
to be issued in one or more series as provided in the Indenture; and

         WHEREAS, the Company proposes to sell [title of such debt securities
being offered] (the "Offered Securities") with one or more warrants (the
"Warrants") representing the right to purchase [title of such debt securities
purchasable through exercise of Warrants] (the "Warrant Securities"), the
Warrants to be evidenced by warrant certificates issued pursuant to this
Agreement (the "Warrant Certificates"); and

         WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company in connection with the issuance, transfer, exchange, exercise and
replacement of the Warrant Certificates, and in this Agreement wishes to set
forth, among other things, the form[s] and provisions of the Warrant
Certificates and the terms and conditions on which they may be issued,
transferred, exchanged, exercised and replaced;

         NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:


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         2 Complete or modify the provisions of this form as appropriate to
reflect the terms of the Warrants and Warrant Securities.
Monetary amounts may be in U.S. dollars in a foreign currency or in a composite
currency, including but not limited to the European Currency Unit.

<PAGE>


                                   ARTICLE 1
                ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY
                            OF WARRANT CERTIFICATES

         SECTION 1.01.  Issuance of Warrants.  The Warrants shall be evidenced
by one or more Warrant Certificates. Each Warrant evidenced thereby shall
represent the right, subject to the provisions contained herein and therein, to
purchase a Warrant Security in the principal amount of

         SECTION 1.02. Execution and Delivery of Warrant Certificates. Each
Warrant, whenever issued, shall be evidenced by a Warrant Certificate in
registered form [or a global Warrant Certificate in bearer form (the "Global
Warrant Certificate")] [the form to be the same as that of the Warrant Security
in connection with which the Warrant Certificate is issued], substantially in
the form[s] set forth in Exhibit A [and Exhibit B, respectively,] hereto, shall
be dated ______ and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of the Company executing the
same may approve (execution thereof to be conclusive evidence of such approval)
and as are not inconsistent with the provisions of this Agreement, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Warrants may be listed, or to conform to usage. The chairman of the board of
directors, the president, the executive vice president or any senior vice
president and the treasurer or any assistant treasurer or the secretary or any
assistant secretary shall execute the Warrant Certificates for the Company by
facsimile or manual signature in the name and on behalf of the Company. The
seal of the Company, if any, shall be reproduced on the Warrant Certificates.
If an officer whose signature is on a Warrant Certificate no longer holds that
office at the time the Warrant Certificate is authenticated, the Warrant
Certificate shall nevertheless be valid.

         No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the Warrant Agent by manual signature. Such signature by the
Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence, and the only evidence, that the Warrant Certificate so
countersigned has been duly issued hereunder.

         [The Global Warrant Certificate shall be and remain subject to the
provisions of this Agreement until such time as all of the Warrants evidenced
thereby shall have been duly exercised or shall have expired or been cancelled
in accordance with the terms thereof.]

                                       2

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         In case any officer of the Company who shall have signed any of the
Warrant Certificates either manually or by facsimile signature shall cease to
be such officer before the Warrant Certificates so signed shall have been
countersigned and delivered by the Warrant Agent, such Warrant Certificates may
be countersigned and delivered notwithstanding that the person who signed such
Warrant Certificates ceased to be such officer of the Company; and any Warrant
Certificate may be signed on behalf of the Company by such persons as, at the
actual date of the execution of such Warrant Certificate, shall be the proper
officers of the Company, although at the date of the execution of this
Agreement any such person was not such officer.

         The term "Holder", when used with respect to any Warrant Certificate
[in registered form], shall mean any person in whose name at the time such
Warrant Certificate shall be registered upon the books to be maintained by the
Warrant Agent for that purpose. [The term "Holder", when used with respect to
the Global Warrant Certificate, shall mean the bearer thereof.]

         SECTION 1.03. Issuance of Warrant Certificates. Warrant Certificates
evidencing the right to purchase an aggregate principal amount not exceeding
_____ aggregate principal amount of Warrant Securities (except as provided in
Sections 2.03, 3.02 and 4.01) may be executed by the Company and delivered to
the Warrant Agent upon the execution of this Warrant Agreement or from time to
time thereafter. The Warrant Agent shall, upon receipt of Warrant Certificates
duly executed on behalf of the Company, countersign Warrant Certificates
evidencing ____Warrants representing the right to purchase up to _____
aggregate principal amount of Warrant Securities and shall[, in the case of
Warrant Certificates in registered form,] deliver such Warrant Certificates to
or upon the order of the Company [and, in the case of the Global Warrant
Certificate, upon the order of the Company, deposit the Global Warrant
Certificate with ____, as common depositary (the "Common Depositary") for
Morgan Guaranty Trust Company of New York, Brussels office (or any successor),
as operator of the Euroclear System (the "Euroclear Operator"), and for
Clearstream Banking SA ("Clearstream") for credit to the accounts of persons
appearing from time to time on the records of the Euroclear Operator or of
Clearstream as being entitled to any portion thereof. [The Global Warrant
Certificate shall be held by the Common Depositary outside the United
Kingdom.]] Subsequent to such original issuance of the Warrant Certificates,
the Warrant Agent shall countersign a Warrant Certificate only if the Warrant
Certificate is issued in exchange or substitution for one or more previously
countersigned Warrant Certificates or [, with respect to Warrant Certificates
in registered form,] in connection with their transfer as hereinafter provided
or as provided in the antepenultimate paragraph of Section 2.03].

                                       3

<PAGE>


         Pending the preparation of definitive Warrant Certificates [in
registered form] evidencing Warrants, the Company may execute and the Warrant
Agent shall countersign and deliver temporary Warrant Certificates [in
registered form] evidencing such Warrants (printed, lithographed, typewritten
or otherwise produced, in each case in form satisfactory to the Warrant Agent).
Such temporary Warrant Certificates shall be issuable substantially in the form
of the definitive Warrant Certificates [in registered form] but with such
omissions, insertions and variations as may be appropriate for temporary
Warrant Certificates, all as may be determined by the Company with the
concurrence of the Warrant Agent. Such temporary Warrant Certificates may
contain such reference to any provisions of this Warrant Agreement as may be
appropriate. Every such temporary Warrant Certificate shall be executed by the
Company and shall be countersigned by the Warrant Agent upon the same
conditions and in substantially the same manner, and with like effect, as the
definitive Warrant Certificates [in registered form]. Without unreasonable
delay, the Company shall execute and shall furnish definitive Warrant
Certificates [in registered form] and thereupon such temporary Warrant
Certificates may be surrendered in exchange therefor without charge pursuant to
and subject to the provisions of Section 4.01, and the Warrant Agent shall
countersign and deliver in exchange for such temporary Warrant Certificates
definitive Warrant Certificates [in registered form] of authorized
denominations evidencing a like aggregate number of Warrants evidenced by such
temporary Warrant Certificates. Until so exchanged, such temporary Warrant
Certificates shall be entitled to the same benefits under this Warrant
Agreement as definitive Warrant Certificates [in registered form].

                                   ARTICLE 2
                WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

         SECTION 2.01. Warrant Price. On _______, 20__ the exercise price of
each Warrant will be $___. During the period from _______, 20__, through and
including ____, 20__, the exercise price of each Warrant will be $___ plus
[accrued amortization of the original issue discount] [accrued interest] from
________, 20__. On _____, 20__, the exercise price of each Warrant will be
$___. During the period from _______, 20__ through and including , 19
  , the exercise price of each Warrant will be $___ plus [accrued amortization
of the original issue discount] [accrued interest] from ________, 20__ . [In
each case, the original issue discount will be amortized at a ___% annual rate,
computed on an annual basis using the "interest" method and using a 360-day
year consisting of twelve 30-day months]. Such exercise price of Warrant
Securities is referred to in this Agreement as the "Warrant Price". [The
original issue discount for each principal amount of Warrant Securities is
______].

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         SECTION 2.02. Duration of Warrants. Subject to Section 4.03(b), each
Warrant may be exercised [in whole but not in part] [in whole or in part] [at
any time, as specified herein, on or after [the date thereof] [______, 20__]
and at or before [time, location] on _______, 20__ (each day during such period
may hereinafter be referred to as an "Exercise Date")] [on [list of specific
dates] (each, an "Exercise Date")], or such later date as the Company may
designate by notice to the Warrant Agent and the Holders of Warrant
Certificates [in registered form and to the beneficial owners of the Global
Warrant Certificate] (the "Expiration Date"). Each Warrant not exercised at or
before [time, location] on the Expiration Date shall become void, and all
rights of the Holder [and any beneficial owners] of the Warrant Certificate
evidencing such Warrant under this Agreement shall cease.

         SECTION 2.03. Exercise of Warrants. [With respect to Warrants
evidenced by Warrant Certificates in registered form, during] [During] the
period specified in Section 2.02, any whole number of Warrants may be exercised
by providing certain information as set forth on the reverse side of the
Warrant Certificates evidencing such Warrants and by paying in full [in lawful
money of the United States of America] [in applicable currency] [in cash] [by
certified check or official bank check or by bank wire transfer, in each case,]
[by bank wire transfer] [in immediately available funds,] the Warrant Price for
each Warrant exercised (plus accrued interest, if any, on the Warrant
Securities to be issued upon exercise of such Warrant from and including the
Interest Payment Date (as defined in the Indenture), if any, in respect of such
Warrant Securities immediately preceding the Exercise Date to and including the
Exercise Date (unless the Exercise Date is after the Regular Record Date (as
defined in the Indenture), if any, for such Interest Payment Date, but on or
before the immediately succeeding Interest Payment Date for such Warrant
Securities, in which event no such accrued interest shall be payable)) to the
Warrant Agent at its corporate trust office at [address] [or at __________],
provided that such exercise is subject to receipt within five business days of
such [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate
evidencing each Warrant exercised with the form of election to purchase Warrant
Securities set forth on the reverse side of the Warrant Certificate properly
completed and duly executed.

         [With respect to Warrants evidenced by the Global Warrant Certificate,
during the period specified in Section 2.02, any whole number of Warrants may
be exercised by the Holder by presentation to the Warrant Agent at its office
at [address located outside the United States [and the United Kingdom]], at or
prior to [time], on any day on which the Warrants are exercisable, of (i) the
Global Warrant Certificate (or written confirmation reasonably satisfactory to
the Warrant Agent that the Global Warrant Certificate is held by the Euroclear
Operator and Clearstream and will be duly endorsed to reflect the exercise of

                                       5

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Warrants by the Euroclear Operator and Clearstream), (ii) a duly executed
certification from the Euroclear Operator or Clearstream, as the case may be,
substantially in the form set forth in Exhibit C hereto and (iii) payment in
full [in lawful money of the United States of America] [in applicable currency]
[in cash] [by certified check or official bank check or by bank wire transfer,
in each case,] [by bank wire transfer] [in immediately available funds,] of the
Warrant Price for each Warrant exercised (plus accrued interest, if any, on the
Warrant Securities to be issued upon exercise of such Warrant from and
including the Interest Payment Date, if any, in respect of such Warrant
Securities immediately preceding the Exercise Date to and including the
Exercise Date (unless the Exercise Date is after the Regular Record Date, if
any, for such Interest Payment Date, but on or before the immediately
succeeding Interest Payment Date for such Warrant Securities, in which event no
such accrued interest shall be payable in respect of Warrant Securities to be
issued in registered form)). Notwithstanding the foregoing, the Holder may
exercise Warrants as aforesaid on the Expiration Date at any time prior to
[time] in [city of Warrant Agent's office]. Any Warrants exercised as set forth
in this paragraph shall be deemed exercised at the [country] office of the
Warrant Agent.]

         [The Warrant Agent shall retain each certificate received by it from
the Euroclear Operator of Clearstream through the Expiration Date (or such
earlier date by which all of the Warrants may have been exercised or cancelled)
and thereafter shall dispose of them or deliver them to the Company pursuant to
the instructions of the Company.]

         [The delivery to the Warrant Agent by the Euroclear Operator or
Clearstream of any certification referred to above may be relied upon by the
Company, the Warrant Agent and the Trustee as conclusive evidence that a
corresponding certificate or certificates substantially in the form of Exhibit
D hereto has or have been delivered to the Euroclear Operator or Clearstream,
as the case may be.]

         [The Company will maintain in [location] (or in such other city [in
western Europe] as the Company may deem advisable), until the right to exercise
the Warrants shall expire or be earlier cancelled as hereinafter provided, an
agency where the Global Warrant Certificate may be presented for exercise of
the Warrants represented thereby and notices and demands to or upon the Company
in respect of the Warrants or of this Agreement may be made.]

         The date on which payment in full of the Warrant Price (plus any such
accrued interest) is received by the Warrant Agent shall, subject to receipt of
the Warrant Certificate [in registered form or, as the case may be, the Global
Warrant Certificate and the certification of Euroclear Operator or Clearstream]
as

                                       6

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aforesaid, be deemed to be the date on which the Warrant is exercised. The
Warrant Agent shall deposit all funds received by it in payment for the
exercise of Warrants in an account of the Company maintained with it (or in
such other account as may be designated by the Company) and shall advise the
Company, by telephone or by facsimile transmission or other form of electronic
communication available to both parties, at the end of each day on which a
payment for the exercise of Warrants is received of the amount so deposited to
its account. The Warrant Agent shall promptly confirm such advice to the
Company in writing.

         If a day on which Warrants may be exercised in the city in which such
Warrants are to be exercised shall be a Saturday or Sunday or a day on which
banking institutions in such city are authorized or required to be closed,
then, notwithstanding any other provision of this Agreement or the Warrant
Certificate evidencing such Warrants, but subject to the limitation that no
Warrant may be exercised after the Expiration Date, the Warrants shall be
exercisable on the next succeeding day which in such city is not a Saturday or
Sunday or a day on which banking institutions in such city are authorized or
required to be closed.

         The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company [and][,] the Trustee [and the Common Depositary
at [both] its London and [location] office[s]] in writing [(which, in the case
of exercised Warrants represented by the Global Warrant Certificate, shall be
tested telex with appropriate answerback received,)] of (i) the number of
Warrants exercised, (ii) the instructions of each Holder of the Warrant
Certificates [in registered form] evidencing such Warrants [or of the Euroclear
Operator or Clearstream, as the case may be,] with respect to delivery of the
Warrant Securities to be issued upon such exercise, (iii) delivery of any
Warrant Certificates [in registered form] evidencing the balance, if any, of
the Warrants remaining after such exercise, and (iv) such other information as
the Company or the Trustee shall reasonably require. [In addition, in the case
of exercised Warrants evidenced by the Global Warrant Certificate, the Warrant
Agent shall, as promptly as practicable, endorse, or cause the Common
Depositary, [location] office, or one of the Warrant Agent's agents to endorse,
Schedule A annexed to the Global Warrant Certificate to reflect the exercise of
such Warrants and, if applicable, return the Global Warrant Certificate to the
Common Depositary or to its order.]

         As soon as practicable after the exercise of any Warrant [evidenced by
a Warrant Certificate in registered form], but subject to receipt by the
Warrant Agent of the Warrant Certificate evidencing such Warrant as provided in
this Section, the Company shall issue, pursuant to the Indentures, in
authorized denominations to or upon the order of the Holder of the Warrant
Certificate evidencing each Warrant, the Warrant Securities to which such
Holder is entitled, in fully registered form, registered in such name or names
as may be directed by

                                       7

<PAGE>


such Holder. If fewer than all of the Warrants evidenced by such Warrant
Certificate are exercised, the Company shall execute, and an authorized officer
of the Warrant Agent shall manually countersign and deliver, a new Warrant
Certificate [in registered form] evidencing the number of such Warrants
remaining unexercised.

         [As soon as practicable after the exercise of any Warrant evidenced by
the Global Warrant Certificate, the Company shall issue, pursuant to the
Indenture, the Warrant Securities issuable upon such exercise, in authorized
denominations (i) in fully registered form, registered in such name or names as
may be directed by the Euroclear Operator or Clearstream, as the case may be,
to or upon order of the Euroclear Operator or Clearstream, as the case may be,
or (ii) in bearer form to the Common Depositary to be held for the account of
the Euroclear Operator or Clearstream, as the case may be, together with a
written confirmation substantially in form of Exhibit E hereto; provided,
however, that no Warrant Security in bearer form shall be mailed or otherwise
delivered to any location in the United States of America, its territories or
possessions or areas subject to its jurisdiction or the Commonwealth of Puerto
Rico.]

         The Company shall not be required to pay any stamp or other tax or
other governmental charge required to be paid in connection with any transfer
involved in the issuance of the Warrant Securities, and in the event that any
such transfer is involved, the Company shall not be required to issue or
deliver any Warrant Security until such tax or other charge shall have been
paid or it has been established to the Company's satisfaction that no such tax
or other charge is due.

                                   ARTICLE 3
                     OTHER PROVISIONS RELATING TO RIGHTS OF
                        HOLDERS OF WARRANT CERTIFICATES

         SECTION 3.01. No Rights as Warrant Securityholder Conferred by
Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced
thereby shall entitle the Holder of any beneficial owner thereof to any of the
rights of a holder or beneficial owner of Warrant Securities, including,
without limitation, the right to receive the payment of principal of (premium,
if any) or interest, if any, on Warrant Securities or to enforce any of the
covenants in the Indenture.

         SECTION 3.02.  Lost, Mutilated, Stolen, or Destroyed Warrant
Certificates. Upon receipt by the Warrant Agent of evidence reasonably
satisfactory to it and the Company of the ownership of and the loss,
mutilation, theft or destruction of

                                       8

<PAGE>


any Warrant Certificate and of such security or indemnity as may be required by
the Company and the Warrant Agent to hold each of them and any agent of them
harmless and, in the case of mutilation of a Warrant Certificate, upon
surrender thereof to the Warrant Agent for cancellation, then, in the absence
of notice to the Company or the Warrant Agent that such Warrant Certificate has
been acquired by a bona fide purchaser, the Company shall execute, and an
authorized officer of the Warrant Agent shall manually countersign and deliver,
in exchange for or in lieu of the lost, mutilated, stolen or destroyed Warrant
Certificate, a new Warrant Certificate of the same tenor and evidencing a like
number of Warrants[; provided, however, that any Global Warrant Certificate
shall be so delivered only to the Common Depositary.] Upon the issuance of any
new Warrant Certificate under this Section, the Company may require the payment
of a sum sufficient to cover any stamp or other tax or other governmental
charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Warrant Agent) in connection therewith.
Every substitute Warrant Certificate executed and delivered pursuant to this
Section in lieu of any lost, mutilated, stolen or destroyed Warrant Certificate
shall represent an additional contractual obligation of the Company, whether or
not the lost, stolen or destroyed Warrant Certificate shall be at any time
enforceable by anyone, and shall be entitled to the benefits of this Agreement
equally and proportionately with any and all other Warrant Certificates duly
executed and delivered hereunder. The provisions of this Section are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement of lost, mutilated, stolen or destroyed Warrant
Certificates.

         SECTION 3.03. Enforcement of Rights. Notwithstanding any of the
provisions of this Agreement, any Holder of a Warrant Certificate [in
registered form or the beneficial owner of any Warrant evidenced by the Global
Warrant Certificate], without the consent of [the Common Depositary,] the
Warrant Agent, the relevant Trustee, the holder of any Offered Securities of
the Holder of any other Warrant Certificate, may, in its own behalf and for its
own benefit, enforce, and may institute and maintain any suit, action or
proceeding against the Company suitable to enforce, or otherwise in respect of,
its right to exercise its Warrants in the manner provided in its Warrant
Certificate [or the Global Warrant Certificate, as the case may be,] and in
this Agreement. [Neither the Company nor the Warrant Agent shall be required to
treat any person as a beneficial owner of any Warrant evidenced by the Global
Warrant Certificate unless such person is so certified as such a beneficial
owner by the Euroclear Operator or Clearstream.]

         SECTION 3.04.  Merger, Consolidation, Conveyance or Transfer. (a) If
at any time there shall be a merger or consolidation of the Company or a
conveyance or transfer of its property and assets substantially as an entirety
as permitted under the Indentures, then in any such event the successor or
assuming corporation

                                       9

<PAGE>


referred to therein shall succeed to and be substituted for the Company, with
the same effect, subject to the Indentures, as if it had been named herein and
in the Warrant Certificates as the Company; the Company shall thereupon, except
in the case of a transfer by way of lease, be relieved of any further
obligation hereunder and under the Warrants and the Warrant Certificates, and
the Company as the predecessor corporation, except in the case of a transfer by
way of lease, may thereupon or at any time thereafter be dissolved, wound up or
liquidated. Such successor or assuming corporation may thereupon cause to be
signed, and may issue either in its own name or in the name of the Company,
Warrant Certificates evidencing any or all of the Warrants issuable hereunder
which theretofore shall not have been signed by the Company, and may execute
and deliver Warrant Securities in its own name pursuant to the Indentures, in
fulfillment of its obligations to deliver Warrant Securities upon exercise of
the Warrants. All the Warrants so issued shall in all respects have the same
legal rank and benefit under this Agreement as the Warrants theretofore or
thereafter issued in accordance with the terms of this Agreement as though all
of such Warrants had been issued at the date of the execution hereof. In any
case of any such merger, consolidation, conveyance or transfer, such changes in
phraseology and form (but not in substance) may be made in the Warrant
Certificates representing the Warrants thereafter to be issued as may be
appropriate.

          (b) The Warrant Agent may receive a written opinion of legal counsel
(who shall be acceptable to the Warrant Agent) as conclusive evidence that any
such merger, consolidation, conveyance or transfer complies with the provisions
of this Section and the Indentures.


                                   ARTICLE 4
                             EXCHANGE AND TRANSFER

         SECTION 4.01. Exchange and Transfer. (a) Upon surrender at the
corporate trust office of the Warrant Agent at [address] [or ____], Warrant
Certificates [in registered form] evidencing Warrants may be exchanged for
Warrant Certificates [in registered form] in other authorized denominations
evidencing such Warrants or the transfer thereof may be registered in whole or
in part; provided, however, that such other Warrant Certificates shall evidence
the same aggregate number of Warrants as the Warrant Certificates so
surrendered.

          (b) The Warrant Agent shall keep, at its corporate trust office at
[address] [and at _______], books in which, subject to such reasonable
regulations as it may prescribe, it shall register Warrant Certificates [in
registered form] and exchanges and transfers of outstanding Warrant
Certificates [in registered form]

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<PAGE>


upon surrender of such Warrant Certificates to the Warrant Agent at its
corporate trust office at [address] or [_____] for exchange or registration of
transfer, properly endorsed [or accompanied by appropriate instruments of
registration of transfer and written instructions for transfer, all in form
satisfactory to the Company and the Warrant Agent.]

          (c) No service charge shall be made for any exchange or registration
of transfer of Warrant Certificates [in registered form], but the Company may
require payment of a sum sufficient to cover any stamp or other tax or other
governmental charge that may be imposed in connection with any such exchange or
registration of transfer.

          (d) Whenever any Warrant Certificates [in registered form], are so
surrendered for exchange or registration of transfer, an authorized officer of
the Warrant Agent shall manually countersign and deliver to the person or
persons entitled thereto a Warrant Certificate or Warrant Certificates [in
registered form], duly authorized and executed by the Company, as so requested.
The Warrant Agent shall not effect any exchange or registration of transfer
which will result in the issuance of a Warrant Certificate [in registered
form], evidencing a fraction of a Warrant or a number of full Warrants and a
fraction of a Warrant.

          (e) All Warrant Certificates [in registered form], issued upon any
exchange or registration of transfer of Warrant Certificates shall be the valid
obligations of the Company, evidencing the same obligations, and entitled to
the same benefits under this Agreement, as the Warrant Certificates surrendered
for such exchange or registration or transfer.

         SECTION 4.02. Treatment of Holders of Warrant Certificates. [With
respect to the Global Warrant Certificate, the Holder thereof may be treated by
the Company, the Warrant Agent and all other persons dealing with such Holder
as the absolute owner thereof for any purpose and as the person entitled to
exercise the rights represented by the Warrants evidenced thereby, any notice
to the contrary notwithstanding.] [With respect to Warrant Certificates in
registered form, each] [Each] Holder of a Warrant Certificate, by accepting the
same, consents and agrees with the Company, the Warrant Agent and every
subsequent Holder of such Warrant Certificate that until the transfer of such
Warrant Certificate is registered on the books of such Warrant Agent, the
Company and the Warrant Agent may treat the registered Holder of such Warrant
Certificate as the absolute owner thereof for any purpose and as the person
entitled to exercise the rights represented by the Warrants evidenced thereby,
any notice to the contrary notwithstanding.

                                       11

<PAGE>


         SECTION 4.03. Cancellation of Warrant Certificates. (a) Any Warrant
Certificate surrendered for exchange or registration of transfer or exercise of
the Warrants evidenced thereby shall, if surrendered to the Company, be
delivered to the Warrant Agent, and all Warrant Certificates surrendered or so
delivered to the Warrant Agent shall be promptly cancelled by the Warrant Agent
and shall not be reissued and, except as expressly permitted by this Agreement,
no Warrant Certificate shall be issued hereunder in exchange therefor or in
lieu thereof. The Warrant Agent shall cause all cancelled Warrant Certificates
to be destroyed and shall deliver a certificate of such destruction to the
Company.

          (b) If the Company notifies the relevant Trustee of its election to
redeem [, as a whole but not in part,] the Warrant Securities pursuant to the
Indenture or the terms thereof, the Company may elect, and shall give notice to
the Warrant Agent of its election, to cancel the unexercised Warrants, the
Warrant Certificates and the rights evidenced thereby. Promptly after receipt
of such notice by the Warrant Agent, the Company shall, or, at the Company's
request, the Warrant Agent shall in the name of and at the expense of the
Company, give notice of such cancellation to the Holders of the Warrant
Certificates [in registered form and to the beneficial owners of the Global
Warrant Certificate (except that such notice shall be required to be published
only once)], such notice to be so given not less than 30 nor more than 60 days
prior to the date fixed for the redemption of the Warrant Securities pursuant
to Indenture or the terms thereof. The unexercised Warrants, the Warrant
Certificates and the rights evidenced thereby shall be cancelled and become
void on the 15th day prior to such date fixed for redemption.


                                   ARTICLE 5
                          CONCERNING THE WARRANT AGENT

         SECTION 5.01. Warrant Agent. The Company hereby appoints ______ as
Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates upon the terms and subject to the conditions herein and in the
Warrant Certificates set forth; and _______ hereby accepts such appointment.
The Warrant Agent shall have the powers and authority granted to and conferred
upon it in the Warrant Certificates and herein and such further powers and
authority to act on behalf of the Company as the Company may hereafter grant to
or confer upon it. All of the terms and provisions with respect to such powers
and authority contained in the Warrant Certificates are subject to and governed
by the terms and provisions hereof.

                                       12

<PAGE>


         SECTION 5.02. Conditions of Warrant Agent's Obligations. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to all
of which the rights hereunder of the Holders from time to time of the Warrant
Certificates shall be subject:

          (a) Compensation and Indemnification. The Company agrees promptly to
         pay the Warrant Agent the compensation to be agreed upon with the
         Company for all services rendered by the Warrant Agent and to
         reimburse the Warrant Agent for reasonable out-of-pocket expenses
         (including reasonable attorneys' fees) incurred by the Warrant Agent
         without negligence, bad faith or breach of this Agreement on its part
         in connection with the services rendered hereunder by the Warrant
         Agent. The Company also agrees to indemnify the Warrant Agent for, and
         to hold it harmless against, any loss, liability or expense incurred
         without negligence or bad faith on the part of the Warrant Agent,
         arising out of or in connection with its acting as Warrant Agent
         hereunder, as well as the reasonable costs and expenses of defending
         against any claim of such liability.

          (b) Agent for the Company. In acting under this Agreement and in
         connection with the Warrants and the Warrant Certificates, the Warrant
         Agent is acting solely as agent of the Company and does not assume any
         obligation or relationship of agency or trust for or with any of the
         Holders of Warrant Certificates or beneficial owners of Warrants.

          (c) Counsel. The Warrant Agent may consult with counsel satisfactory
         to it in its reasonable judgment, and the advice of such counsel shall
         be full and complete authorization and protection in respect of any
         action taken, suffered or omitted by it hereunder in good faith and in
         accordance with the advice of such counsel.

          (d) Documents. The Warrant Agent shall be protected and shall incur
         no liability for or in respect of any action taken or thing suffered
         by it in reliance upon any Warrant Certificate, notice, direction,
         consent, certificate, affidavit, statement or other paper or document
         reasonably believed by it to be genuine and to have been presented or
         signed by the proper parties.

          (e) Certain Transactions. The Warrant Agent, and its officers,
         directors and employees, may become the owner of, or acquire any
         interest in, Warrants, with the same rights that it or they would have
         if it were not the Warrant Agent hereunder, and, to the extent
         permitted by applicable

                                       13

<PAGE>


         law, it or they may engage or be interested in any financial or other
         transaction with the Company and may act on, or as depositary, trustee
         or agent for, any committee or body of holders of Warrant Securities
         or other obligations of the Company as freely as if it were not the
         Warrant Agent hereunder. Nothing in this Warrant Agreement shall be
         deemed to prevent the Warrant Agent from acting as Trustee under the
         Indenture.

          (f) No Liability for Interest. The Warrant Agent shall have no
         liability for interest on any monies at any time received by it
         pursuant to any of the provisions of this Agreement or of the Warrant
         Certificates.

          (g) No Liability for Invalidity. The Warrant Agent shall not be under
         any responsibility with respect to the validity or sufficiency of this
         Agreement or the execution and delivery hereof (except the due
         authorization to execute this Agreement and the due execution and
         delivery hereof by the Warrant Agent) or with respect to the validity
         or execution of any Warrant Certificates (except its countersignature
         thereof).

          (h) No Liability for Recitals. The recitals contained herein shall be
         taken as the statements of the Company and the Warrant Agent assumes
         no liability for the correctness of the same.

          (i) No Implied Obligations. The Warrant Agent shall be obligated to
         perform only such duties as are herein and in the Warrant Certificates
         specifically set forth and no implied duties or obligations shall be
         read into this Agreement or the Warrant Certificates against the
         Warrant Agent. The Warrant Agent shall not be under any obligation to
         take any action hereunder which may tend to involve it in any expense
         or liability, the payment of which within a reasonable time is not, in
         its reasonable opinion, assured to it. The Warrant Agent shall not be
         accountable or under any duty or responsibility for the use by the
         Company of any of the Warrant Certificates countersigned by the
         Warrant Agent and delivered by it to the Company pursuant to this
         Agreement or for the application by the Company of the proceeds of the
         Warrant Certificates. The Warrant Agent shall have no duty or
         responsibility in case of any default by the Company in the
         performance of its covenants or agreements contained herein or in the
         Warrant Certificates or in the case of the receipt of any written
         demand from a Holder of a Warrant Certificate with respect to such
         default, including, without limiting the generality of the foregoing,
         any duty or responsibility to initiate or attempt to initiate any
         proceedings at law or otherwise or, except as provided in Section
         6.02, to make any demand upon the Company.

                                       14

<PAGE>


         SECTION 5.03. Resignation and Appointment of Successor. (a) The
Company agrees, for the benefit of the Holders from time to time of the Warrant
Certificates, that there shall at all times be a Warrant Agent hereunder until
all the Warrants have been exercised or are no longer exercisable.

          (b) The Warrant Agent may at any time resign as such by giving
written notice of its resignation to the Company, specifying the desired date
on which its resignation shall become effective; provided, however, that such
date shall be not less than 90 days after the date on which such notice is
given unless the Company agrees to accept shorter notice. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor Warrant
Agent (which shall be a bank or trust company in good standing, authorized
under the laws of the jurisdiction of its organization to exercise corporate
trust powers) by written instrument in duplicate signed on behalf of the
Company, one copy of which shall be delivered to the resigning Warrant Agent
and one copy to the successor Warrant Agent. The Company may, at any time and
for any reason, remove the Warrant Agent and appoint a successor Warrant Agent
(qualified as aforesaid) by written instrument in duplicate signed on behalf of
the Company and specifying such removal and the date when it is intended to
become effective, one copy of which shall be delivered to the Warrant Agent
being removed and one copy to the successor Warrant Agent. Any resignation or
removal of the Warrant Agent and any appointment of a successor Warrant Agent
shall become effective upon acceptance of appointment by the successor Warrant
Agent as provided in this subsection (b). In the event a successor Warrant
Agent has not been appointed and accepted its duties within 90 days of the
Warrant Agent's notice of resignation, the Warrant Agent may apply to any court
of competent jurisdiction for the designation of a successor Warrant Agent.
Upon its resignation or removal, the Warrant Agent shall be entitled to the
payment by the Company of the compensation and to the reimbursement of all
reasonable out-of-pocket expenses (including reasonable attorneys' fees)
incurred by it hereunder as agreed to in Section 5.02(a).

          (c) The Company shall remove the Warrant Agent and appoint a
successor Warrant Agent if the Warrant Agent (i) shall become incapable of
acting, (ii) shall be adjudged bankrupt or insolvent, (iii) shall commence a
voluntary case or other proceeding seeking liquidation, reorganization or other
relief with respect to it or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, (iv) shall consent to, or shall have had
entered against it a court order for, any such relief or to the appointment of
or taking possession by any such official in any involuntary case or other
proceedings commenced against it, (v) shall make a general assignment for the
benefit of creditors or (vi) shall fail

                                       15

<PAGE>


generally to pay its debts as they become due. Upon the appointment as
aforesaid of a successor Warrant Agent and acceptance by it of such
appointment, the predecessor Warrant Agent shall, if not previously
disqualified by operation of law, cease to be Warrant Agent hereunder.

          (d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and the Company an instrument
accepting such appointment hereunder, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested with
all the authority, rights, powers, immunities, duties and obligations of such
predecessor with like effect as if originally named as Warrant Agent hereunder,
and such predecessor shall thereupon become obligated to transfer, deliver and
pay over, and such successor Warrant Agent shall be entitled to receive, all
monies, securities and other property on deposit with or held by such
predecessor as Warrant Agent hereunder.

          (e) Any corporation into which the Warrant Agent hereunder may be
merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation
to which the Warrant Agent shall sell or otherwise transfer all or
substantially all the assets and business of the Warrant Agent, provided that
it shall be qualified as aforesaid, shall be the successor Warrant 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.


                                   ARTICLE 6
                                 MISCELLANEOUS

         SECTION 6.01. Amendment. (a) This Agreement and the terms of the
Warrants and the Warrant Certificates may be amended by the parties hereto,
without the consent of the Holder of any Warrant Certificate or the beneficial
owner of any Warrant, for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective or inconsistent provision contained
herein or in the Warrant Certificates, or making any other provisions with
respect to matters or questions arising under this Agreement as the Company and
the Warrant Agent may deem necessary or desirable, provided that such action
shall not affect adversely the interests of the Holders of the Warrant
Certificates or the beneficial owners of Warrants in any material respect.

                                       16

<PAGE>


          (b) The Company and the Warrant Agent may modify or amend this
Agreement (by means of an agreement supplemental hereto or otherwise) with the
consent of Warrantholders holding not less than a majority in number of the
then outstanding Warrants of all series affected by such modification or
amendment, for any purpose; provided, however, that no such modification or
amendment that changes the exercise price of the Warrants of any series,
reduces the amount receivable upon exercise, cancellation or expiration of the
Warrants other than in accordance with the antidilution provisions or other
similar adjustment provisions included in the terms of the Warrants, shortens
the period of time during which the Warrants of such series may be exercised,
or otherwise materially and adversely affects the exercise rights of the
affected Warrantholders or reduces the percentage of the number of outstanding
Warrants of such series, the consent of whose holders is required for
modification or amendment of this Agreement, may be made without the consent of
each Warrantholder affected thereby. In the case of Warrants evidenced by one
or more Global Warrant Certificates, the Company and the Warrant Agent shall be
entitled to rely upon certification in form satisfactory to each of them that
any requisite consent has been obtained from holders of beneficial ownership
interests in the relevant Global Warrant Certificate. Such certification may be
provided by participants of the Depositary acting on behalf of such beneficial
owners of Warrants, provided that any such certification is accompanied by a
certification from the Depositary as to the Warrant holdings of such
participants.

         SECTION 6.02. Notices and Demands to the Company and Warrant Agent. If
the Warrant Agent shall receive any notice or demand addressed to the Company
by the Holder of a Warrant Certificate pursuant to the provisions of the
Warrant Certificates, the Warrant Agent shall promptly forward such notice or
demand to the Company.

         SECTION 6.03. Addresses. Any communication from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to _______,
Attention: _________, and any communication from the Warrant Agent to the
Company with respect to this Agreement shall be addressed to Donaldson, Lufkin
& Jenrette, Inc., 277 Park Avenue, New York, New York 10172, Attention:
_______________ (or such other address as shall be specified in writing by the
Warrant Agent or by the Company).

         SECTION 6.04. Applicable Law. The validity, interpretation and
performance of this Agreement and each Warrant Certificate issued hereunder and
of the respective terms and provisions hereof and thereof shall be governed by,
and construed in accordance with, the laws of the State of New York.

                                       17

<PAGE>


         SECTION 6.05. Delivery of Prospectus. The Company will furnish to the
Warrant Agent sufficient copies of a prospectus relating to the Warrant
Securities deliverable upon exercise of Warrants (the "Prospectus"), and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
will deliver to the Holder of the Warrant Certificate evidencing such Warrant,
prior to or concurrently with the delivery of the Warrant Securities issued
upon such exercise, a Prospectus. The Warrant Agent shall not, by reason of any
such delivery, assume any responsibility for the accuracy or adequacy of such
Prospectus.

         SECTION 6.06. Obtaining of Governmental Approval. The Company will
from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities acts filings under United States federal and
state laws (including without limitation a registration statement in respect of
the Warrants and Warrant Securities under the Securities Act of 1933), which
may be or become requisite in connection with the issuance, sale, transfer and
delivery of the Warrant Certificates, the exercise of the Warrants, the
issuance, sale, transfer and delivery of the Warrant Securities issued upon
exercise of the Warrants or upon the expiration of the period during which the
Warrants are exercisable.

         SECTION 6.07. Persons Having Rights under Warrant Agreement. [Except
as otherwise provided in Section 3.03, nothing] [Nothing] in this Agreement
shall give to any person other than the Company, the Warrant Agent and the
Holders of the Warrant Certificates any right, remedy or claim under or by
reason of this Agreement.

         SECTION 6.08.  Headings.  The descriptive headings of the several
Articles and 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.

         SECTION 6.09.  Counterparts.  This Agreement may be executed in any
number of counterparts, each of which as so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the Same
instrument.

         SECTION 6.10. Inspection of Agreement. A copy of this Agreement shall
be available at all reasonable times at the principal corporate trust office of
the Warrant Agent for inspection by the Holder of any Warrant Certificate. The
Warrant Agent may require such Holder to submit his Warrant Certificate for
inspection by it.

                                       18

<PAGE>


         SECTION 6.11. Notices to Holders of Warrants. Any notice to Holders of
Warrants evidenced by Warrant Certificates [in registered form] which by any
provisions of this Warrant Agreement is required or permitted to be given shall
be given by first class mail prepaid at such Holder's address as it appears on
the books of the Warrant Agent. [Any notice to beneficial owners of Warrants
evidenced by the Global Warrant Certificate which by any provisions of this
Warrant Agreement is required or permitted to be given shall be given in the
manner provided with respect to Warrant Securities in bearer form in Section
1.06 of the Indenture].

                                       19

<PAGE>


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

                                        DONALDSON, LUFKIN & JENRETTE, INC.



[SEAL]                                  By:
                                           ------------------------------------
                                           Name:
                                           Title:

Attest:


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

                                        [WARRANT AGENT]



[SEAL]                                  By:
                                           ------------------------------------
                                           Name:
                                           Title:
Attest:


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

                                       20

<PAGE>


                                                                       Exhibit A


                          FORM OF WARRANT CERTIFICATE
                         [Face of Warrant Certificate]


[Form of Legend if Warrants are not       Prior to __________________, Warrants
immediately exercisable                   evidenced by this Warrant Certificate
                                          cannot be exercised.]


                EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
                            AGENT AS PROVIDED HEREIN

                       DONALDSON, LUFKIN & JENRETTE, INC.
                              WARRANTS TO PURCHASE
                         [Title of Warrant Securities]

                  VOID AFTER [TIME, LOCATION], ON ____________

No._____________                                        _______________ Warrants

     This certifies that ____________ or registered assigns is the registered
owner of the above indicated number of Warrants, each Warrant entitling such
owner [2:, subject to the registered owner qualifying as a "Holder" of this
Warrant Certificate, as hereinafter defined) to purchase, at any time [after
[time, location] on __________ and] on or before [time, location], on
_____________, _________ shares of [Title of Warrant Securities] (the "Warrant
Securities"), of Donaldson, Lufkin & Jenrette, Inc. (the "Company") on the
following basis: during the period from _____________, through and including
_____________, the exercise price of each Warrant will be ____________; during
the period from ____________, through and including ____________, the exercise
price of each Warrant will be _________ (the "Warrant Price"). No adjustment
shall be made for any dividends or other distributions, if any, on any Warrant
Securities issuable upon exercise of any Warrant. The holder may exercise the
Warrants evidenced hereby by providing certain information set forth on the
back hereof and by paying in full [in lawful money of the United States of
America][in applicable currency] [in cash] [by certified check or official bank
check or by bank wire transfer, in each case,] [by bank wire transfer] [in
immediately available funds], the Warrant Price for each Warrant exercised to
the Warrant Agent (as hereinafter defined) and by surrendering this Warrant
Certificate, with the purchase form on the back hereof duly executed, at the
corporate trust office of [name of Warrant Agent], or its

                                      A-1
<PAGE>


successor as warrant agent (the "Warrant Agent"), [or ________], which is, on
the date hereof, at the address specified on the reverse hereof, and upon
compliance with and subject to the conditions set forth herein and in the
Warrant Agreement (as hereinafter defined).

     The term "Holder" as used herein shall mean the person in whose name at
the time this Warrant Certificate shall be registered upon the books to be
maintained by the Warrant Agent for that purpose pursuant to Section 4.01 of
the Warrant Agreement.

     [Any whole number of] [The] Warrants evidenced by this Warrant Certificate
may be exercised to purchase Warrant Securities in registered form. [Upon any
exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the holder hereof a new Warrant
Certificate evidencing the number of Warrants remaining unexercised.]

     This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of ___________ (the "Warrant Agreement") between the
Company and the Warrant Agent and is subject to the terms and provisions
contained in the Warrant Agreement, to all of which terms and provisions the
holder of this Warrant Certificate consents by acceptance hereof. Copies of the
Warrant Agreement are on file at the above-mentioned office of the Warrant
Agent [and at ____________].

     Transfer of this Warrant Certificate may be registered when this Warrant
Certificate is surrendered at the corporate trust office of the Warrant Agent
[or _________] by the registered owner or such owner's assigns, in person or by
an attorney duly authorized in writing, in the manner and subject to the
limitations provided in the Warrant Agreement.

     After countersignature by the Warrant Agent and prior to the expiration of
this Warrant Certificate, this Warrant Certificate may be exchanged at the
corporate trust office of the Warrant Agent [or _________] for Warrant
Certificates representing the same aggregate number of Warrants.

     This Warrant Certificate shall not entitle the holder hereof to any of the
rights of a holder of the Warrant Securities, including, without limitation,
the right to receive payments of dividends or distributions, if any, on the
Warrant Securities or the exercise of any voting rights.

     This Warrant Certificate shall not be valid or binding for any purpose
until countersigned by the Warrant Agent.


                                      A-2
<PAGE>


         Dated as of ________________

                                                 DONALDSON, LUFKIN &
                                                   JENRETTE, INC.


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


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

Countersigned:


------------------------------
____________, as Warrant Agent


By
  ----------------------------
      Authorized Signature


                                      A-3

<PAGE>


                        [Reverse of Warrant Certificate]
                      Instructions for Exercise of Warrant

     To exercise the Warrants evidenced hereby, the holder must pay [in United
States dollars][in applicable currency] [in cash] [by certified check or
official bank check or by bank wire transfer, in each case] [by bank wire
transfer] [in immediately available funds], the Warrant Price in full for
Warrants exercised to [insert of name of Warrant Agent] [corporate trust
department] [insert address of Warrant Agent], Attn. ______________________ [or
________________], which [payment] [wire transfer] must specify the name of the
Holder and the number of Warrants exercised by such Holder. In addition, the
Holder must complete the information required below and present this Warrant
Certificate in person or by mail (certified or registered mail is recommended)
to the Warrant Agent at the appropriate address set forth below. This Warrant
Certificate, completed and duly executed, must be received by the Warrant Agent
within five business days of the [payment] [wire transfer].

                    To be Executed Upon Exercise of Warrant

     The undersigned hereby irrevocably elects to exercise __________ Warrants,
evidenced by this Warrant Certificate, to purchase ________ shares of the
[Title of Warrant Securities] (the "Warrant Securities") of the Company and
represents that he has tendered payment for such Warrant Securities [in United
States dollars] [in applicable currency] [in cash] [by certified check or
official bank check or by bank wire transfer, in each case] [by bank wire
transfer] [in immediately available funds] to the order of Donaldson, Lufkin &
Jenrette, Inc., c/o [insert name and address of Warrant Agent], in the amount
of ___________ in accordance with the terms hereof. The undersigned requests
that said principal amount of Warrant Securities be in fully registered form in
the authorized denominations, registered in such names and delivered all as
specified in accordance with the instructions set forth below.

     [If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued and delivered to
the undersigned unless otherwise specified in the instructions below.]


                                      A-4

<PAGE>


Date:_____________________              Name___________________________________
__________________________              Address________________________________
(Insert Social Security or Other
Identifying Number of Holder)                  ________________________________
Signature Guaranteed


__________________________              Signature______________________________
                                        (Signature must conform in all respects
                                        to name of holder as specified on
                                        the face of this Warrant
                                        Certificate and must bear a
                                        signature guarantee by a bank,
                                        trust company or member broker
                                        of the New York, Midwest or
                                        Pacific Stock Exchange)

     The Warrants evidenced hereby may be exercised at the following addresses:

By hand at ____________________________________________________________________
           ____________________________________________________________________
           ____________________________________________________________________
By mail at ____________________________________________________________________
           ____________________________________________________________________
           ____________________________________________________________________
           ____________________________________________________________________
           ____________________________________________________________________

           [Instructions as to form and delivery of Warrant Securities
and, if applicable, Warrant Certificates evidencing unexercised Warrants --
complete as appropriate.]

                                      A-5