EXHIBIT 4.5.3














                   FORM OF PREFERRED STOCK WARRANT AGREEMENT



                       DONALDSON, LUFKIN & JENRETTE, INC.

                                      and

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

                                as Warrant Agent

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

                       PREFERRED STOCK WARRANT AGREEMENT

                          Dated as of ________________

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

                         Warrants to Purchase ________

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


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                               TABLE OF CONTENTS1

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

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

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.................................................4
SECTION 2.02.  Duration of Warrants..........................................4
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....................................6
SECTION 3.02.  Lost, Mutilated, Stolen, or Destroyed Warrant Certificates....7
SECTION 3.03.  Enforcement of Rights.........................................7
SECTION 3.04.  Merger, Consolidation, Conveyance or Transfer.................7

                                   ARTICLE 4
                             EXCHANGE AND TRANSFER

SECTION 4.01.  Exchange and Transfer.........................................8
SECTION 4.02.  Treatment of Holders of Warrant Certificates..................9
SECTION 4.03.  Cancellation of Warrant Certificates..........................9

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


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                                                                           PAGE
                                                                           ----
                                   ARTICLE 5
                          CONCERNING THE WARRANT AGENT

SECTION 5.01.  Warrant Agent.................................................10
SECTION 5.02.  Conditions of Warrant Agent's Obligations.....................10
SECTION 5.03.  Resignation and Appointment of Successor......................12

                                   ARTICLE 6
                                 MISCELLANEOUS

SECTION 6.01.  Amendment.....................................................14
SECTION 6.02.  Notices and Demands to the Company and Warrant Agent..........14
SECTION 6.03.  Addresses.....................................................15
SECTION 6.04.  Applicable Law................................................15
SECTION 6.05.  Delivery of Prospectus........................................15
SECTION 6.06.  Obtaining of Governmental Approval............................15
SECTION 6.07.  Persons Having Rights under Warrant Agreement.................15
SECTION 6.08.  Headings......................................................16
SECTION 6.09.  Counterparts..................................................16
SECTION 6.10.  Inspection of Agreement.......................................16
SECTION 6.11.  Notices to Holders of Warrants................................16

TESTIMONIUM..................................................................17
SIGNATURES...................................................................17

EXHIBIT A  -  Form of Warrant Certificate


                                       ii

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                       PREFERRED STOCK 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 proposes to sell [Title of other securities being
offered (the "Offered Securities") with]3 one or more warrants (the "Warrants")
representing the right to purchase [title of such other 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, Warrant Securities and Offered 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.

     3 Include if Warrants are being sold with Offered Securities.


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                                   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 $_____ [and shall be initially
issued in connection with the issuance of the Offered Securities [1: and shall
be separately transferable immediately thereafter] [2: but shall not be
separately transferable until on and after ____________, 20 (the "Detachable
Date")]. The Warrants shall be initially issued with the Offered Securities,
and each Warrant shall evidence the right, subject to the provisions contained
herein and in the Warrant Certificates, to purchase [    ] shares of Warrant
Securities.4]

     SECTION 1.02. Execution and Delivery of Warrant Certificates. Each
Warrant, whenever issued, shall be evidenced by a Warrant Certificate in
registered form [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 set forth in Exhibit A hereto, shall be dated ___________, 20__ 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 Certficiates 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


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     4 Include if Warrants are being sold with Offered Securities.

          Bracketed language here and throughout this Agreement should be
          inserted if Warrants are being sold with Offered Securities, as
          follows:

               1.   If Warrants are immediately detachable from the Offered
                    Securities; and

               2.   If Warrants are detachable from the Offered Securities only
                    after the Detachable Date.


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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.

     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 as provided herein, 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,
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 [2: or, prior to the Detachable Date, any person in whose name at the
time the Offered Security to which such Warrant Certificate is attached is
registered upon the register of the Offered Securities. Prior to the Detachable
Date, the Company will, or will cause the registrar of the Offered Securities
to, make available at all times to the Warrant Agent such information as to
holders of the Offered Securities with Warrants as may be necessary to keep the
Warrant Agent's records up to date.]

     SECTION 1.03. Issuance of Warrant Certificates. Warrant Certificates
evidencing the right to purchase a number not exceeding ________ aggregate
shares 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 ______ shares of Warrant
Securities and shall deliver such Warrant Certificates to or upon the order of
the Company. Subsequent to such original issuance of the Warrant Certificates,
the Warrant Agent shall countersign a Warrant Certificate only if the Warrant
Certificate is


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issued in exchange or substitution for one or more previously countersigned
Warrant Certificates or in connection with their transfer as hereinafter
provided.

     Pending the preparation of definitive Warrant Certificates evidencing
Warrants, the Company may execute and the Warrant Agent shall countersign and
deliver temporary Warrant Certificates 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
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. Without unreasonable delay, the Company shall
execute and shall furnish definitive Warrant Certificates 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 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.

                                   ARTICLE 2
                WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

     SECTION 2.01. Warrant Price. During the period from _________, 20__
through and including __________, 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 $________. Such
exercise price of Warrant Securities is referred to in this Agreement as the
"Warrant Price". No adjustment shall be made for any dividends or other
distributions, if any, on any Warrant Securities issuable upon the exercise of
any Warrant.

     SECTION 2.02. Duration of Warrants. 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


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"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 (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 of the Warrant Certificate evidencing such
Warrant under this Agreement shall cease.

     SECTION 2.03. Exercise of Warrants. 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 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.

     The date on which payment in full of the Warrant Price is received by the
Warrant Agent shall, subject to receipt of the Warrant Certificate as
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 of (i) the number of Warrants exercised, (ii) the
instructions


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of each Holder of the Warrant Certificates evidencing such Warrants with
respect to delivery of the Warrant Securities to be issued upon such exercise,
(iii) delivery of any Warrant Certificates evidencing the balance, if any, of
the Warrants remaining after such exercise, and (iv) such other information as
the Company shall reasonably require.

     As soon as practicable after the exercise of any Warrant, but subject to
receipt by the Warrant Agent of the Warrant Certificate evidencing such Warrant
as provided in this Section, the Company shall issue the Warrant Securities to
which such Holder is entitled, in fully registered form, registered in such
name or names as may be directed by 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 evidencing the number of
such Warrants remaining unexercised.

     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.

     Prior to the issuance of any Warrants there shall be reserved, and the
Company shall at all times keep reserved, out of its authorized but unissued
Warrant Securities, a number of shares sufficient to provide for the exercise
of the Warrant Certificates.

                                   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 or 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 dividends or other
distributions, if any, on Warrant Securities or to exercise any voting rights.

     SECTION 3.02. Lost, Mutilated, Stolen, or Destroyed Warrant Certificates.
Upon receipt by the Warrant Agent of evidence reasonably satisfactory to it and


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the Company of the ownership of and the loss, mutilation, theft or destruction
of 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. 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, without the consent of
the Warrant Agent, the holder of any Warrant Securities or 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 and in
this Agreement.

     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, then in any
such event the successor, if other than the Company, shall by an instrument of
assumption delivered to the Warrant Agent succeed to and be substituted for the
Company, with the same effect 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


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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, 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 3.04.

                                   ARTICLE 4
                             EXCHANGE AND TRANSFER

     SECTION 4.01. Exchange and Transfer. (a) [1: Upon] [2: Prior to the
Detachable Date, a Warrant Certificate may be exchanged or transferred only
together with the Offered Security to which such Warrant Certificate was
initially attached, and only for the purpose of effecting, or in conjunction
with, an exchange or transfer of such Offered Security. Prior to any Detachable
Date, each transfer of the Offered Security, shall operate also to transfer the
related Warrant Certificates. The transfer of the beneficial ownership of
Warrants and Warrant Securities hereunder shall be effected only as provided in
Section 4.01. On or after the Detachable Date, upon] surrender at the corporate
trust office of the Warrant Agent at [address] [or ___________], Warrant
Certificates evidencing Warrants may be exchanged for Warrant Certificates 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 and
exchanges and


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transfers of outstanding Warrant Certificates 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, 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 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, 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, evidencing a fraction of a Warrant or a number of full Warrants
and a fraction of a Warrant.

     (e) All Warrant Certificates 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. 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 [2: or, prior to the Detachable Date, until
the transfer of the Offered Security to which such Warrant Certificate is
attached, is registered in the register of the Offered Securities], 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.

     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


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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 elects to redeem [2: prior to the Detachable Date] [,
as a whole but not in part,] [2: the Offered Securities [or] [and]] the Warrant
Securities pursuant to 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, such notice to be so given not less than 30 nor more than
60 days prior to the date fixed for the redemption of [2: the Offered
Securities [or] [and]] the Warrant Securities pursuant to the 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.

     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:


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          (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 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.


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          (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.

     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


                                       12

<PAGE>


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 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


                                       13

<PAGE>


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.

     (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


                                       14

<PAGE>


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.

     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.

     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


                                       15

<PAGE>


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. 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.

     SECTION 6.11. Notices to Holders of Warrants. Any notice to Holders of
Warrants evidenced by Warrant Certificates 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.


                                       16

<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:


                                       17

<PAGE>


                                                                      Exhibit A


                          FORM OF WARRANT CERTIFICATE
                         [Face of Warrant Certificate]


[Form of Legend if Offered              Prior to _____________, this Warrant
Securities with Warrants are not        Certificate cannot be transferred or
immediately detachable.                 exchanged unless attached to a [Title of
                                        Offered Securities].]


[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


                                      A-1

<PAGE>


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 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 [2:, prior to _________ (the
"Detachable Date"), the registered owner of the Company's [Title of Offered
Securities] to which this Warrant Certificate is initially attached, and after
such Detachable Date,] 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 ________________].

     [2: Prior to ___________, this Warrant Certificate may be exchanged or
transferred only together with the [Title of Offered Securities] ("Offered
Securities") to which this Warrant Certificate was initially attached, and only
for the purpose of effecting, or in conjunction with, an exchange or transfer
of such Offered Security. After such date, transfer of this] [1: 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.

     [2: Except as provided in the immediately preceding paragraph, after]
[After] countersignature by the Warrant Agent and prior to the expiration of
this


                                      A-2

<PAGE>


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.

     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