EXHIBIT 4.5.1










                         FORM OF DEBT WARRANT AGREEMENT
                           FOR WARRANTS SOLD ATTACHED
                               TO DEBT SECURITIES


                       DONALDSON, LUFKIN & JENRETTE, INC.

                                      and

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

                                as Warrant Agent

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

                             DEBT WARRANT AGREEMENT

                          Dated as of ________________

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

                         Warrants to Purchase ________

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


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                               TABLE OF CONTENTS1

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

                                                                            PAGE
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                                   ARTICLE 1
       ISSUANCE OF WARRANTS [AND TEMPORARY GLOBAL SECURITY] 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
SECTION 1.04.  Temporary Global Security......................................5

                                   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...........................................6

                                   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.........................................10
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..................13
SECTION 4.03.  Cancellation of Warrant Certificates..........................13

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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.................................................14
SECTION 5.02.  Conditions of Warrant Agent's Obligations.....................14
SECTION 5.03.  Resignation and Appointment of Successor......................16

                                   ARTICLE 6
                                 MISCELLANEOUS

SECTION 6.01.  Amendment.....................................................18
SECTION 6.02.  Notices and Demands to the Company and Warrant Agent..........18
SECTION 6.03.  Addresses.....................................................19
SECTION 6.04.  Applicable Law................................................19
SECTION 6.05.  Delivery of Prospectus........................................19
SECTION 6.06.  Obtaining of Governmental Approval............................19
SECTION 6.07.  Persons Having Rights under Warrant Agreement.................19
SECTION 6.08.  Headings......................................................20
SECTION 6.09.  Counterparts..................................................20
SECTION 6.10.  Inspection of Agreement.......................................20
SECTION 6.11.  Notices to Holders of Warrants................................20

TESTIMONIUM..................................................................21
SIGNATURES...................................................................21

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]


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                            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
Indentures, "Indentures" or "Indenture") between the Company and the Trustee
(the "Subordinated Indenture"), 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.

Bracketed language here and throughout this Agreement should be inserted 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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                                   ARTICLE 1
            ISSUANCE OF WARRANTS [AND TEMPORARY GLOBAL SECURITY] 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 [   ] principal amount of Warrant
Securities.

     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 ___________, 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 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


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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.]

     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 [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 [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.]

     [The term "Holder", when used with respect to the Global Warrant
Certificate, shall mean [2:, prior to the Detachable Date, the bearer of the
Temporary Global Security (as defined in Section 1.04) evidencing the Offered
Securities to which the Warrants evidenced by the Global Warrant Certificate
were initially attached and, after the Detachable Date,] the bearer of the
Global Warrant Certificate.]

     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


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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. [2: The Temporary Global
Security [, as defined in Section 1.04,] will at the same time be deposited
with the Common Depositary.] [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].

     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


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temporary Warrant Certificates shall be entitled to the same benefits under
this Warrant Agreement as definitive Warrant Certificates [in registered form].

     [2: SECTION 1.04. Temporary Global Security. Prior to the Detachable Date,
each Offered Security to be issued with Warrants evidenced by the Global
Warrant Certificate shall, whenever issued, be evidenced by a single temporary
global Offered Security in bearer form without interest coupons (the "Temporary
Global Security") to be issued by the Company as provided in the Indenture.]

                                   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 __________, 20__, 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 ________].

     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.


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     SECTION 2.03. Exercise of Warrants. [During] [With respect to Warrants
evidenced by Warrant Certificates in registered form, 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 in respect
of Warrant Securities to be issued in registered form)) 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 [2: together with, if prior to the Detachable Date,
the Temporary Global Security] (or written confirmation reasonably satisfactory
to the Warrant Agent that the Global Warrant Certificate [1: is] [2: and, if
prior to the Detachable Date, the Temporary Global Security are] held by the
Euroclear Operator and Clearstream and will be duly endorsed to reflect the
exercise of Warrants [2: and, if prior to the Detachable Date, the surrender to
the Warrant Agent of the Offered Securities to which the Warrants are attached]
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


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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 or 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 [2: and, if prior to the Detachable
Date, the Temporary Global Security] may be presented for exercise of the
Warrants represented thereby [2: and, if prior to the Detachable Date, for
surrender for cancellation of the Offered Securities to which such Warrants are
attached] 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 [2: and, if required, the Temporary Global Security] and
the certification of Euroclear Operator or Clearstream] 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,


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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 [2: and the Temporary Global Security to reflect the surrender
for cancellation of the Offered Securities to which such Warrants are attached]
and, if applicable, return the Global Warrant Certificate [2: and the Temporary
Global Security] 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 Indenture, 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 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


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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 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 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 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


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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 Trustee, the holder of any Offered 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 [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 Indenture, then in any such event the successor or assuming
corporation referred to therein shall succeed to and be substituted for the
Company, with the same effect, subject to the Indenture, as if it had been
named herein and in the Warrant Certificates as the Company; the Company shall
thereupon, except in the


                                      10

<PAGE>


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 Indenture, 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 Indenture.

                                   ARTICLE 4
                             EXCHANGE AND TRANSFER

     SECTION 4.01. Exchange and Transfer. (a) [1: Upon] [2: Prior to the
Detachable Date, a Warrant Certificate [in registered form] 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
the Detachable Date, the transfer of the beneficial ownership of any Warrant
evidenced by the Global Warrant Certificate shall effect and shall be deemed to
effect the transfer of the beneficial ownership of any Offered Securities
evidenced by the Temporary Global Security that are attached to such Warrants.
Prior to any Detachable Date, each transfer of the Offered Security [on the
register maintained with respect to the Offered Securities, in the case of an
Offered Security that is in registered form], shall operate to also transfer
the related Warrant Certificates. Similarly, prior to the Detachable Date, the
transfer of the beneficial ownership of any Offered Security evidenced by the
Temporary Global Security shall be deemed to be the transfer of the beneficial
ownership of any Warrants evidenced


                                       11

<PAGE>


     by the Global Warrant Certificate that are attached to such Offered
Securities. 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 [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] 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.


                                      12

<PAGE>


     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.] [Each] [With respect to Warrant Certificates
in registered form, 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 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 Trustee of its election 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 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 [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.


                                       13

<PAGE>


                                   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:

          (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.


                                       14

<PAGE>


          (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. 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


                                      15

<PAGE>


     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 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


                                       16

<PAGE>


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
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.


                                      17

<PAGE>


                                   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 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


                                      18

<PAGE>


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 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.


                                      19

<PAGE>


     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 [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].


                                      20

<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:


                                       21

<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 evidenced
immediately exercisable                 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
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By mail at
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         [Instructions as to form and delivery of Warrant Securities and, if
applicable, Warrant Certificates evidencing unexercised Warrants -- complete as
appropriate.]

                                      A-5