EXHIBIT 4.5.4

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                               DONALDSON, LUFKIN & JENRETTE, INC.


                                               and


                        _______________________________, as Warrant Agent



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




                                   UNIVERSAL WARRANT AGREEMENT



                                    dated as of ____________




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                                        TABLE OF CONTENTS

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                                            ARTICLE 1
                                       UNIVERSAL WARRANTS

<S>            <C>

SECTION 1.01.  Ranking..........................................................................1
SECTION 1.02.  Form, Execution and Delivery of Warrant Certificates.............................1
SECTION 1.03.  Number Unlimited; Issuable in Series.............................................3
SECTION 1.04.  Countersignature and Delivery of Warrant Certificates............................5
SECTION 1.05.  Place of Exercise; Registration of Transfers and Exchanges.......................9
SECTION 1.06.  Mutilated or Missing Warrant Certificates.......................................13
SECTION 1.07.  Registered Holders..............................................................14
SECTION 1.08.  Cancellation....................................................................15
SECTION 1.09.  Additional Warrant Agents.......................................................15
SECTION 1.10.  Appointment of Calculation Agents...............................................15

                                            ARTICLE 2
                           DURATION AND EXERCISE OF UNIVERSAL WARRANTS

SECTION 2.01.  Duration and Exercise of Universal Warrants.....................................16
SECTION 2.02.  Return of Money Held Unclaimed for Two Years....................................16

                                            ARTICLE 3
                      OTHER PROVISIONS RELATING TO RIGHTS OF WARRANTHOLDERS

SECTION 3.01.  Warrantholder May Enforce Rights................................................17
SECTION 3.02.  No Rights as Holder of Warrant Property Conferred by Universal
                   Warrants or Warrant Certificates............................................17
SECTION 3.03.  Merger, Consolidation, Conveyance or Transfer...................................17

                                            ARTICLE 4
                  UNIVERSAL WARRANTS ACQUIRED BY THE COMPANY; PAYMENT OF TAXES

SECTION 4.01.  Universal Warrants Acquired by the Company......................................18
SECTION 4.02.  Payment of Taxes................................................................18

                                            ARTICLE 5
                                  CONCERNING THE WARRANT AGENT

SECTION 5.01.  Warrant Agent...................................................................19
SECTION 5.02.  Condition of Warrant Agent's Obligations........................................19

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SECTION 5.03.  Resignation and Appointment of Successor........................................21

                                            ARTICLE 6
                                          MISCELLANEOUS

SECTION 6.01.  Amendment.......................................................................23
SECTION 6.02.  Notices and Demands to the Company and the
                   Warrant Agent...............................................................25
SECTION 6.03.  Addresses for Notices...........................................................25
SECTION 6.04.  Notices to Warrantholders.......................................................25
SECTION 6.05.  Obtaining of Approvals..........................................................25
SECTION 6.06.  Persons Having Rights under this Agreement......................................26
SECTION 6.07.  Inspection of Agreement.........................................................26
SECTION 6.08.  Officer's Certificates and Opinions of Counsel; Statements to be
                   Contained Therein...........................................................26
SECTION 6.09.  Payments Due on Saturdays, Sundays and Holidays.................................27
SECTION 6.10.  Judgment Currency...............................................................27
SECTION 6.11.  Headings........................................................................28
SECTION 6.12.  Counterparts....................................................................28
SECTION 6.13.  Applicable Law..................................................................28

TESTIMONIUM....................................................................................30

SIGNATURES.....................................................................................30

Exhibit I  -Form of Registered Call Warrant Certificate

Exhibit II -Form of Registered Put Warrant Certificate

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                               WARRANT AGREEMENT


         THIS AGREEMENT, dated as of ___________, ____, between DONALDSON
LUFKIN & JENRETTE, INC., a corporation organized and existing under the laws of
the State of Delaware (the "Company"), and __________________, a New York
banking corporation (the "Warrant Agent").

         WHEREAS, the Company has duly authorized the issue from time to time
of warrants (the "Universal Warrants") to purchase or sell (i) securities of an
entity unaffiliated with the Company, a basket of such securities, an index or
indices of such securities or any combination of the above, (ii) currencies or
composite currencies or (iii) commodities (the property described in clauses
(i), (ii) and (iii), in relation to a Universal Warrant, being hereinafter
referred to as the "Warrant Property" applicable to such Universal Warrant) to
be issued in one or more series and in such number and with such terms as may
from time to time be authorized in accordance with the terms of this Agreement;

         WHEREAS, the Company has duly authorized the execution and delivery of
this Agreement to provide, among other things, for the delivery and
administration of the Universal Warrants; and

         WHEREAS, all things necessary to make this Agreement a valid agreement
according to its terms have been done;

         NOW, THEREFORE, the parties hereto agree as follows:


                                   ARTICLE 1
                               UNIVERSAL WARRANTS

         SECTION 1.01. Ranking. The Universal Warrants are unsecured
contractual obligations of the Company and will rank pari passu with the
Company's other unsecured contractual obligations and with the Company's
unsecured and unsubordinated debt.

         SECTION 1.02. Form, Execution and Delivery of Warrant Certificates.
(a) Certificates ("Warrant Certificates") evidencing the Universal Warrants of
each series shall be substantially in the form of Exhibits I and II hereto or
in such form (not inconsistent with this Agreement) as shall be established by
or pursuant to one or more Board Resolutions (as defined below) (as set forth
in a Board Resolution or, to the extent established pursuant to, rather than
set forth in, a

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Board Resolution, in an Officer's Certificate (as defined below) detailing such
establishment) or in one or more agreements supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Agreement. The Warrant Certificates may
have imprinted or otherwise reproduced thereon such letters, numbers or other
marks of identification or designation and such legends or endorsements as the
officers of the Company executing the same may approve (execution thereof to be
conclusive evidence of such approval) and that 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 self-regulatory organization (an "SRO") on which the
Universal Warrants of such series may be listed, or of any securities
depository, or to conform to usage. Warrant Certificates shall be signed on
behalf of the Company by the chief financial officer, the treasurer or any
assistant treasurer or such other person specifically designated by the Board
of Directors to execute Warrant Certificates, which signature may or may not be
attested by the secretary or an assistant secretary of the Company. The
signature of any of such officers may be either manual or facsimile.
Typographical and other minor errors or defects in any such signature shall not
affect the validity or enforceability of any Warrant Certificate that has been
duly countersigned and delivered by the Warrant Agent.

         "Board Resolution" means a copy of one or more resolutions, certified
by the secretary or an assistant secretary of the Company to have been duly
adopted or consented to by the Board of Directors and to be in full force and
effect, and delivered to the Warrant Agent.

         "Board of Directors" means either the Board of Directors of the
Company or any committee of such Board duly authorized to act on its behalf for
the purposes of this Agreement.

         "Officer's Certificate" means a certificate signed in the name of the
Company (i) by the chairman of the Board of Directors, the president, the
executive vice president or any senior vice president and (ii) by the treasurer
or any assistant treasurer, or the secretary or any assistant secretary or such
other person authorized by the Board of Directors to execute any such
certificate and deliver it to the Warrant Agent.

         (b) In case any officer of the Company who shall have signed a
Warrant Certificate, either manually or by facsimile signature, shall cease to
be such officer before such Warrant Certificate shall have been countersigned
and delivered by the Warrant Agent to the Company or delivered by the Company,
such Warrant Certificate nevertheless may be countersigned and delivered as
though the person who signed such Warrant Certificate had not ceased to be such

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officer of the Company; and a Warrant Certificate may be signed on behalf of
the Company by any person who, at the actual date of the execution of such
Warrant Certificate, shall be a proper officer of the Company to sign such
Warrant Certificate, although at the date of the execution of this Warrant
Agreement any such person was not such officer.

         (c) Pending the preparation of final Warrant Certificates evidencing
Universal Warrants of any series, the Company may execute and the Warrant Agent
shall countersign and deliver temporary Warrant Certificates evidencing such
Universal 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 final 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 final Warrant Certificates. Without unreasonable delay, the Company
shall execute and shall furnish final Warrant Certificates and thereupon such
temporary Warrant Certificates may be surrendered in exchange therefor without
charge, and the Warrant Agent shall countersign and deliver in exchange for
such temporary Warrant Certificates final Warrant Certificates evidencing a
like aggregate number of Universal Warrants of the same series and of like
tenor as those evidenced by such temporary Warrant Certificates. Until so
exchanged, such temporary Warrant Certificates and the Universal Warrants
evidenced thereby shall be entitled to the same benefits under this Warrant
Agreement as final Warrant Certificates and the Universal Warrants evidenced
thereby.

         SECTION 1.03.  Number Unlimited; Issuable in Series.  (a) The aggregate
number of Universal Warrants that may be delivered under this Agreement is
unlimited.

         (b) The Universal Warrants may be issued in one or more series. There
shall be established in or pursuant to one or more Board Resolutions (and to
the extent established pursuant to, rather than set forth in, a Board
Resolution, in an Officer's Certificate detailing such establishment) or
established in one or more agreements supplemental hereto, prior to the initial
issuance of Universal Warrants of any series:

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             (i) the designation of the Universal Warrants of the series, which
         shall distinguish the Universal Warrants of the series from the
         Universal Warrants of all other series;

            (ii) any limit upon the aggregate number of the Universal Warrants
         of  the series that may be countersigned and delivered under this
         Agreement (except for Universal Warrants countersigned and delivered
         upon registration of transfer of, or in exchange for, or in lieu of,
         other Universal Warrants of the series);

           (iii) the specific Warrant Property purchasable or salable upon
         exercise of the Universal Warrants of the series, and the amount
         thereof (or the method for determining the same);

            (iv) the price at which the Universal Warrants of the series will
         be issued and, if other than U.S. dollars, the coin or currency or
         composite currency in which such issue price will be payable;

             (v) whether the Universal Warrants of the series are warrants to
         purchase ("call warrants") or warrants to sell ("put warrants") the
         Warrant Property;

            (vi) the price at which and, if other than U.S. Dollars, the coin
         or currency or composite currency with which the Warrant Property may
         be purchased or sold upon exercise of the Universal Warrants of the
         series (or the method for determining the same);

           (vii) whether the exercise price for the Universal Warrants of the
         series may be paid in cash or by the exchange of any other security of
         the Company, or both, or otherwise, and the method of exercise of the
         Universal Warrants of the series;

          (viii) whether the exercise of the Universal Warrants of the series
         is to be settled in cash or by delivery of the Warrant Property or
         both, or otherwise;

            (ix) the date on which the right to exercise the Universal Warrants
         of the series shall commence and the date (the "Expiration Date") on
         which such right shall expire or, if the Universal Warrants of the
         series are not continuously exercisable throughout such period, the
         specific date or dates on which they will be exercisable;

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             (x) whether the Warrant Certificates representing the Universal
         Warrants of the series will be in registered form ("Registered
         Warrants") or bearer form ("Bearer Warrants") or both;

            (xi) whether the Warrant Certificates evidencing any Registered
         Warrants or Bearer Warrants of the series will be issued in global
         form ("Global Warrant Certificates") or definitive form ("Definitive
         Warrant Certificates") or both, and whether and on what terms (if
         different from those set forth herein) Warrant Certificates in one
         form may be converted into or exchanged for Warrant Certificates in
         the other form;

           (xii) any warrant agents, depositaries, authenticating or paying
         agents, transfer agents or registrars or any determination or
         calculation agents or other agents with respect to Universal Warrants
         of the series; and

          (xiii) any other terms of the Universal Warrants of the series (which
         terms shall not be inconsistent with the provisions of this
         Agreement).

         (c) All Universal Warrants of any one series shall be substantially
identical, except as may otherwise be provided by or pursuant to the Board
Resolution or Officer's Certificate referred to above or as set forth in any
such agreement supplemental hereto. All Universal Warrants of any one series
need not be issued at the same time and may be issued from time to time,
consistent with the terms of this Agreement, if so provided by or pursuant to
such Board Resolution, such Officer's Certificate or in any such agreement
supplemental hereto.

         SECTION 1.04. Countersignature and Delivery of Warrant Certificates.
(a) The Company may deliver Warrant Certificates evidencing Universal Warrants
of any series executed by the Company to the Warrant Agent for countersignature
together with the applicable documents referred to below in this Section, and
the Warrant Agent shall thereupon countersign and deliver such Warrant
Certificates to or upon the order of the Company (contained in the Issuer Order
(as defined below) referred to below in this Section) or pursuant to such
procedures acceptable to the Warrant Agent as may be specified from time to
time by an Issuer Order. Any terms of the Universal Warrants evidenced by such
Warrant Certificates may be determined by or pursuant to such Issuer Order or
such other procedures. If provided for in such procedures, such Issuer Order
may authorize countersignature and delivery pursuant to oral instructions from
the Company or its duly authorized agent, which instructions shall be promptly
confirmed in writing. In countersigning such Warrant Certificates and accepting
the responsibilities under this Agreement in relation to the Universal Warrants

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evidenced by such Warrant Certificates, the Warrant Agent shall be entitled to
receive (in the case of subparagraphs 1.04(a)(ii), 1.04(a)(iii) and 1.04(a)(iv)
below only at or before the time of the first request of the Company to the
Warrant Agent to countersign Warrant Certificates in a particular form
evidencing Universal Warrants) and shall be fully protected in relying upon,
unless and until such documents have been superseded or revoked:

             (i) an Issuer Order requesting such countersignature and setting
         forth delivery instructions if the Warrant Certificates are not to be
         delivered to the Company;

            (ii) any Board Resolution, Officer's Certificate and/or executed
         supplemental agreement pursuant to which the forms and terms of the
         Universal Warrants evidenced by such Warrant Certificates were
         established;

           (iii) an Officer's Certificate setting forth the forms and terms of
         the Universal Warrants evidenced by such Warrant Certificates stating
         that the form or forms and terms of the Universal Warrants evidenced
         by such Warrant Certificates have been established pursuant to
         Sections 1.02 and 1.03 and comply with this Agreement, and covering
         such other matters as the Warrant Agent may reasonably request; and

            (iv) At the option of the Company, either an Opinion of Counsel (as
         defined below) or a letter addressed to the Warrant Agent permitting
         it to rely on an Opinion of Counsel, substantially to the effect that:

                       (A) the forms of the Warrant Certificates have been duly
                  authorized and established in conformity with the provisions
                  of this Agreement;

                       (B) in the case of an underwritten offering, the terms
                  of the Universal Warrants have been duly authorized and
                  established in conformity with the provisions of this
                  Agreement and, in the case of an offering that is not
                  underwritten, certain terms of the Universal Warrants have
                  been established pursuant to a Board Resolution, an Officer's
                  Certificate or a supplemental agreement in accordance with
                  this Agreement, and when such other terms as are to be
                  established pursuant to procedures set forth in an Issuer
                  Order shall have been established, all terms will have been
                  duly authorized by the Company and will have been established
                  in conformity with the provisions of this Agreement; and

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                       (C) when the Warrant Certificates have been executed by
                  the Company and countersigned by the Warrant Agent in
                  accordance with the provisions of this Agreement and
                  delivered to and duly paid for by the purchasers thereof,
                  subject to such other conditions as may be set forth in such
                  opinion of counsel, they will have been duly issued under
                  this Agreement and the Universal Warrants evidenced thereby
                  will be valid and legally binding obligations of the Company,
                  enforceable in accordance with their respective terms, and
                  will be entitled to the benefits of this Agreement.

         In rendering such opinions, such counsel may qualify any opinions as
         to enforceability by stating that such enforceability may be limited
         by bankruptcy, insolvency, reorganization, liquidation, moratorium and
         other similar laws affecting the rights and remedies of creditors and
         is subject to general principles of equity (regardless of whether such
         enforceability is considered in a proceeding in equity or at law).
         Such counsel may rely, as to all matters governed by the laws of
         jurisdictions other than the State of New York and the federal law of
         the United States, upon opinions of other counsel (copies of which
         shall be delivered to the Warrant Agent), who shall be counsel
         reasonably satisfactory to the Warrant Agent, in which case the
         opinion shall state that such counsel believes he and the Warrant
         Agent are entitled so to rely. Such counsel may also state that,
         insofar as such opinion involves factual matters, such counsel has
         relied, to the extent such counsel deems proper, upon certificates of
         officers of the Company and its subsidiaries and certificates of
         public officials.

         "Issuer Order" means a written statement, request or order signed in
the name of the Company (i) by the chairman of the Board of Directors, the
president, the executive vice president or any senior vice president and (ii)
by the treasurer or any assistant treasurer, or the secretary or any assistant
secretary or such other person specifically designated by the Board of
Directors to execute any such written instrument, request or order.

         "Opinion of Counsel" means an opinion in writing signed by Davis Polk
& Wardwell or by such other legal counsel, who may be an employee of or counsel
to the Company, and who shall be satisfactory to the Warrant Agent.

          (b) The Warrant Agent shall have the right to decline to countersign
and deliver any Warrant Certificates under this Section if the Warrant Agent,
being advised by counsel, determines that such action may not lawfully be taken
by the Company or if the Warrant Agent in good faith determines that (i) such
action would expose the Warrant Agent to personal liability to existing
registered or

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beneficial holders of Universal Warrants (each, a "Warrantholder") or would
affect the Warrant Agent's own rights, duties or immunities under the Warrant
Certificates, the Universal Warrants, this Agreement or otherwise or (ii) the
terms of such Universal Warrants are administratively unacceptable to it.

         (c) If the Company shall establish pursuant to Section 1.03 that the
Universal Warrants of a series are to be evidenced in whole or in part by one
or more Global Warrant Certificates, then the Company shall execute and the
Warrant Agent shall, in accordance with this Section and the Issuer Order with
respect to such series, countersign and deliver one or more Global Warrant
Certificates that (i) shall evidence all or part of the Universal Warrants of
such series issued in such form and not yet canceled, (ii) shall be registered
in the name of the Depositary (as defined below) for such Universal Warrants or
the nominee of such Depositary, (iii) shall be delivered by the Warrant Agent
to such Depositary or pursuant to such Depositary's instructions and (iv) shall
bear a legend substantially to the following effect: "Unless and until it is
exchanged in whole or in part for Universal Warrants in definitive registered
form, this Warrant Certificate and the Universal Warrants evidenced hereby may
not be transferred except as a whole by the Depositary to the nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary."

         "Depositary" means, with respect to the Universal Warrants of any
series that are or may be evidenced by one or more Global Warrant Certificates,
the person or persons designated as Depositary by the Company pursuant to
Section 1.03 hereof until a successor Depositary shall have become such
pursuant to the applicable provisions of this Agreement, and thereafter
"Depositary" shall mean or include each person who is then a Depositary
hereunder, and if at any time there is more than one such person, "Depositary"
as used with respect to the Universal Warrants of any such series shall mean
the Depositary with respect to that series.

         (d) If so required by applicable law, each Depositary for a series of
Universal Warrants must, at the time of its designation and at all times while
it serves as Depositary, be a clearing agency registered under the Securities
Exchange Act of 1934 and any other applicable statute or regulation.

         (e) Each Warrant Certificate shall be dated the date of its
countersignature. A Warrant Certificate shall not be valid for any purpose, and
no Universal Warrant evidenced thereby shall be exercisable, unless and until
such Warrant Certificate has been countersigned by the manual signature of an
authorized officer of the Warrant Agent. Such countersignature by an authorized

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officer of the Warrant Agent upon any Warrant Certificate executed by the
Company in accordance with this Agreement shall be conclusive evidence that the
Warrant Certificate so countersigned and the Universal Warrants evidenced
thereby have been duly issued hereunder.

         SECTION 1.05. Place of Exercise; Registration of Transfers and
Exchanges. (a) Except as otherwise established pursuant to Section 1.03 with
respect to Universal Warrants of a series, Universal Warrants may be presented
for exercise at the Warrant Agent's Window (as defined below) in accordance
with procedures to be established pursuant to Section 1.03.

         (b) Except as otherwise provided herein or as established pursuant to
Section 1.03 with respect to the Universal Warrants of a series, the Warrant
Agent shall from time to time register the transfer of any outstanding
Registered Definitive Warrant Certificates upon the records to be maintained by
it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as
defined below), subject to such reasonable regulations as the Company or the
Warrant Agent may prescribe with respect to the Universal Warrants of such
series, upon surrender thereof at the Warrant Agent's Window (as defined
below), Attention: Transfer Department, duly endorsed by, or accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Warrant Agent and the Company duly executed by, the Registered Holder(s) (as
defined below) thereof or by the duly appointed legal representative thereof or
by a duly authorized attorney, such signature to be guaranteed by a bank or
trust company with a correspondent office in The City of New York or by a
broker or dealer that is a member of the National Association of Securities
Dealers, Inc. (the "NASD") or by a member of a national securities exchange or
in such other manner acceptable to the Warrant Agent and the Company. Upon any
such registration of transfer, one or more new Warrant Certificates of the same
series and like terms evidencing a like number of unexercised Universal
Warrants shall be issued to the transferee(s) and the surrendered Warrant
Certificate shall be cancelled by the Warrant Agent.

         (c) Except as otherwise established for a series of Universal
Warrants pursuant to Section 1.03, at the option of a Registered Holder,
Definitive Warrant Certificates may be exchanged for other Definitive Warrant
Certificates evidencing the same aggregate number of unexercised Universal
Warrants of the same series and of like tenor upon surrender to the Warrant
Agent of the Definitive Warrant Certificates to be exchanged at the Warrant
Agent's Window, Attention: ______________. The "Warrant Agent's Window" shall
be the window of the Warrant Agent maintained for purposes of transfer and
tender in the Borough of Manhattan, The City of New York (or at the address of
any additional agency established by the Company pursuant to Section 1.08
hereof, or at the address of any successor Warrant Agent (as provided in
Section 5.03)),

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which is, on the date of this Agreement, [___________________________
_____________]. If the Universal Warrants of any series are issued in both
registered and unregistered form, except as otherwise established for such
series pursuant to Section 1.03, at the option of the holder thereof, Warrant
Certificates evidencing Bearer Warrants of any series may be exchanged for
Definitive Warrant Certificates evidencing an equal number of unexercised
Registered Warrants of the same series and of like tenor upon surrender of such
Warrant Certificates evidencing Bearer Warrants to be exchanged at the Warrant
Agent's Window, Attention: Transfer Department. Unless otherwise established
for such series pursuant to Section 1.03, Registered Warrants of any series may
not be exchanged for Bearer Warrants of such series. Upon surrender of any
unexercised Warrant Certificate for exchange, the Warrant Agent shall cancel
such Warrant Certificate, and the Company shall execute, and the Warrant Agent
shall countersign and deliver, one or more new Warrant Certificates evidencing
a like number of unexercised Universal Warrants of the same series and of like
tenor.

         (d) Universal Warrants evidenced by the Warrant Certificates issued
upon transfer or exchange pursuant to paragraph (b) or (c) of this Section
shall be valid obligations of the Company, constituting the same obligations of
the Company as the Universal Warrants evidenced by the Warrant Certificates
surrendered for transfer or exchange, and entitled to the same benefits under
this Agreement as were such Universal Warrants evidenced by the Warrant
Certificates prior to such surrender.

         (e) Except as provided in Section 1.06, no service charge shall be
made for any registration of transfer or exchange of Warrant Certificates, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Warrant Certificates, other than exchanges pursuant to
this Section not involving any transfer.

         (f) In the event that upon any exercise of Universal Warrants
evidenced by a Warrant Certificate the number of Universal Warrants exercised
shall be less than the total number of Universal Warrants evidenced by such
Warrant Certificate, there shall be issued to the Registered Holder thereof
(or, in the case of Bearer Warrants, the holder thereof) or his assignee a new
Warrant Certificate evidencing the number of Universal Warrants of the same
series and of like tenor not exercised.

         (g) Warrant Certificates evidencing Bearer Warrants shall be
transferable by delivery.

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         (h) Notwithstanding any other provision of this Agreement, unless and
until it is exchanged in whole or in part for Definitive Warrant Certificates,
a Global Warrant Certificate evidencing all or a portion of the Universal
Warrants of a series may not be transferred except as a whole by the Depositary
for such series to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by such
Depositary or any such nominee to a successor Depositary for such series or a
nominee of such successor Depositary.

         (i) If at any time the Depositary for any series of Universal
Warrants notifies the Company that it is unwilling or unable to continue as
Depositary for such series or if at any time the Depositary for such series
shall no longer be eligible under this Agreement, the Company shall appoint a
successor Depositary with respect to such series. If a successor Depositary for
such series is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company's
election pursuant to Section 1.03 that such series be evidenced by one or more
Global Warrant Certificates shall no longer be effective and the Company will
execute, and the Warrant Agent, upon receipt of an Officer's Certificate for
the countersignature and delivery of Definitive Warrant Certificates evidencing
Universal Warrants of such series, will countersign and deliver Definitive
Warrant Certificates evidencing Universal Warrants of such series and of like
tenor in an aggregate number equal to the number of the unexercised Universal
Warrants represented by such Global Warrant Certificate or Certificates in
exchange for such Global Warrant Certificate or Certificates.

         (j) If established pursuant to Section 1.03 with respect to a series
of Universal Warrants evidenced in whole or in part by one or more Global
Warrant Certificates, the Depositary for such series may surrender such Global
Warrant Certificate or Certificates in exchange in whole or in part for
Definitive Warrant Certificates evidencing Universal Warrants of the same
series and of like tenor on such terms as are acceptable to the Company and
such Depositary. Thereupon, the Company shall execute, and the Warrant Agent
shall countersign and deliver, without service charge,

             (i) to the person specified by such Depositary a new Definitive
         Warrant Certificate of the same series and of like tenor in an
         aggregate number equal to and in exchange for such person's beneficial
         interest in the Universal Warrants evidenced by such Global Warrant
         Certificate or Certificates; and

            (ii) to such Depositary a new Global Warrant Certificate or
         Certificates evidencing Universal Warrants of the same series and of
         like

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         tenor in number equal to the difference, if any, between the number of
         unexercised Universal Warrants evidenced by the surrendered Global
         Warrant Certificates and the number of unexercised Universal Warrants
         evidenced by such Definitive Warrant Certificate countersigned and
         delivered pursuant to clause 1.05(j)(i) above.

Upon the exchange of a Global Warrant Certificate for Definitive Warrant
Certificates, such Global Warrant Certificate shall be canceled by the Warrant
Agent or an agent of the Company or the Warrant Agent. Registered Definitive
Warrant Certificates issued in exchange for a Registered Global Warrant
Certificate pursuant to this Section shall be registered in such names and in
such authorized denominations as the Depositary for such series, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Warrant Agent or an agent of the Company or the Warrant Agent. The
Warrant Agent or such agent shall deliver such Warrant Certificates to or as
directed by the persons in whose names such Warrant Certificates are so
registered. Definitive Bearer Warrant Certificates issued in exchange for a
Global Bearer Warrant Certificate pursuant to this Section shall be issued in
such authorized denominations as the Depositary for such series, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Warrant Agent or an agent of the Company or the Warrant Agent. The
Warrant Agent or such agent shall deliver such Warrant Certificates to or as
directed by the Depositary for such series.

         (k) Notwithstanding anything herein or in the terms of any series of
Universal Warrants to the contrary, none of the Company, the Warrant Agent or
any agent of the Company or the Warrant Agent (any of which, other than the
Company, shall rely on an Officer's Certificate and an Opinion of Counsel)
shall be required to exchange any Bearer Warrant for a Registered Warrant if
such exchange would result in adverse Federal income tax consequences to the
Company under then applicable United States Federal income tax laws.

         (l) The Company will maintain one or more offices or agencies in a
city or cities located outside the United States (including any city in which
such an agency is required to be maintained under the rules of any stock
exchange on which the Universal Warrants of such series are listed) where the
Bearer Warrants, if any, of each series may be presented for exercise and
payment. No payment on any Bearer Warrants will be made upon presentation of
such Bearer Warrant at an agency of the Company within the United States nor
will any payment be made by transfer to an account in, or by mail to an address
in, the United States unless pursuant to applicable United States laws and
regulations then in effect such payment can be made without adverse tax
consequences to the Company. Notwithstanding the foregoing, payments in United
States dollars with

                                      12

<PAGE>


respect to Bearer Warrants of any series which are payable in United States
dollars may be made at an agency of the Company maintained in the Borough of
Manhattan, The City of New York if such payment in United States dollars at
each agency maintained by the Company outside the United States for payment on
such Bearer Warrants is illegal or effectively precluded by exchange controls
or other similar restrictions.

         (m) The Company may from time to time designate one or more
additional offices or agencies where the Universal Warrants of a series may be
presented for exercise and payment, where the Universal Warrants of that series
may be presented for exchange as provided in this Agreement and where the
Registered Universal Warrants of that series may be presented for registration
of transfer as in this Agreement provided, and the Company may from time to
time rescind any such designation, as the Company may deem desirable or
expedient; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain the agencies
provided for in this Section. The Company will give to the Warrant Agent prompt
written notice of any such designation or rescission thereof.

         SECTION 1.06. Mutilated or Missing Warrant Certificates. (a) If any
Warrant Certificate evidencing Universal Warrants of any series is mutilated,
lost, stolen or destroyed, the Company may in its discretion execute, and the
Warrant Agent may countersign and deliver, in exchange and substitution for the
mutilated Warrant Certificate, or in replacement for the Warrant Certificate
lost, stolen or destroyed, a new Warrant Certificate representing an equivalent
number of unexercised Universal Warrants of the same series and of like tenor,
bearing an identification number, if applicable, not contemporaneously
outstanding, but only (in case of loss, theft or destruction) upon receipt of
evidence satisfactory to the Company and the Warrant Agent of such loss, theft
or destruction of such Warrant Certificate and security or indemnity, if
requested, also satisfactory to them. Applicants for such substitute Warrant
Certificates shall also comply with such other reasonable regulations and pay
such other reasonable charges as the Company or the Warrant Agent may
prescribe.

         (b) In case the Universal Warrants evidenced by any such mutilated,
lost, stolen or destroyed Warrant Certificate have been or are about to be
exercised, or deemed to be exercised, the Company in its absolute discretion
may, instead of issuing a new Warrant Certificate, and subject to the
conditions set forth in clause 1.06(a) above, direct the Warrant Agent to treat
the same as if it had received the Warrant Certificate together with an
irrevocable exercise notice in proper form in respect thereof, as established
with respect to the Universal Warrants of such series.

                                      13

<PAGE>


         (c) The Universal Warrants evidenced by each new Warrant Certificate
issued pursuant to this Section in lieu of any lost, stolen or destroyed
Warrant Certificate shall be original, additional contractual obligations of
the Company, and shall be entitled to the same benefits under this Agreement as
the Universal Warrants evidenced by the Warrant Certificate that was lost,
stolen or destroyed.

         (d) Upon the issuance of any new Warrant Certificate in accordance
with this Section, the Company may require the payment of a sum sufficient to
cover any 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) connected therewith.

         (e) The provisions of this Section are exclusive and shall preclude
(to the extent lawful) any other rights and remedies with respect to the
replacement or payment of mutilated, lost, stolen or destroyed Warrant
Certificates.

         SECTION 1.07. Registered Holders. (a) Prior to due presentment for
registration of transfer, the Company, the Warrant Agent, and any agent of the
Company or the Warrant Agent may deem and treat the person in whose name a
Warrant Certificate shall be registered in the Warrant Register (a "Registered
Holder") as the absolute owner of the Registered Warrants evidenced thereby
(notwithstanding any notation of ownership or other writing on the Warrant
Certificate) for any purpose whatsoever, and as the person entitled to exercise
the rights represented by the Registered Warrants evidenced thereby, and
neither the Company nor the Warrant Agent, nor any agent of the Company or the
Warrant Agent, shall be affected by any notice to the contrary. All payments on
account of any Registered Warrant to the Registered Holder, or upon his order,
shall be valid, and to the extent of the sum or sums so paid, effectual to
satisfy and discharge the liability of the Company for moneys paid upon such
Registered Warrant. This Section shall be without prejudice to the rights of
Warrantholders as described elsewhere herein.

         (b) The Company, the Warrant Agent and any agent of the Company or
the Warrant Agent may treat the holder of any Bearer Warrant as the absolute
owner of such Bearer Warrant for the purpose of exercising the rights
represented thereby and for all other purposes and neither the Company, the
Warrant Agent, nor any agent of the Company or the Warrant Agent shall be
affected by any notice to the contrary. All payments on account of such Bearer
Warrant made to any such person, or upon his order, shall be valid, and, to the
extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon such Bearer Warrant. This Section shall be
without prejudice to the rights of Warrantholders as described elsewhere
herein.

                                      14

<PAGE>



         SECTION 1.08. Cancellation. All Universal Warrant Certificates
surrendered to the Warrant Agent for redemption or registration of transfer or
exchange shall be promptly cancelled by the Warrant Agent. The Company may at
any time deliver to the Warrant Agent for cancellation any Universal Warrant
Certificates previously countersigned and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Universal Warrant
Certificates so delivered shall, upon receipt by the Warrant Agent of an Issuer
Order, be promptly cancelled by the Warrant Agent. No Universal Warrant
Certificates shall be countersigned in lieu of or in exchange for any Universal
Warrant Certificates cancelled as provided in this Section, except as permitted
by this Agreement. All cancelled Universal Warrant Certificates held by the
Warrant Agent shall be disposed of in accordance with its customary procedures
and a certificate of their disposition shall be delivered by the Warrant Agent
to the Company, unless by Issuer Order the Company shall direct that cancelled
Universal Warrant Certificates be returned to it.

         If the Company or any affiliate of the Company shall acquire any
Universal Warrant Certificate, such acquisition shall not operate as a
cancellation of such Universal Warrant Certificate unless and until such
Universal Warrant Certificate is delivered to the Warrant Agent for the purpose
of cancellation.

         SECTION 1.09. Additional Warrant Agents. Whenever the Company shall
appoint a warrant agent other than the Warrant Agent with respect to the
Universal Warrants of any series, it will cause such warrant agent to execute
and deliver to the Warrant Agent an instrument in which such agent shall agree
with the Warrant Agent, subject to the provisions of this Section,

          (a) that it will hold all Warrant Property received by it as such
agent for any payment with respect to the Universal Warrants of such series in
trust for the benefit of the Warrantholders of such series if any, or of the
Warrant Agent, and

          (b) that it will give the Warrant Agent notice of any failure by the
Company to make any payment with respect to the Universal Warrants of such
series when the same shall be due and payable.

         The Company will, on or prior to each date of any payment of Universal
Warrants of any such series, deposit with the Warrant Agent or any such
additional warrant agent a sum sufficient to make such payment, and the Company
will promptly notify the Warrant Agent of any failure to take such action with
respect to any such additional warrant agent.

         SECTION 1.10.  Appointment of Calculation Agents.  Pursuant to Section
1.03 hereof, the Company may, in connection with any series of Universal

                                      15

<PAGE>



Warrants appoint Donaldson, Lufkin & Jenrette Securities Corporation or any
other person or entity as Calculation Agent to make any calculations as may be
required pursuant to the terms of any such series of Universal Warrants. Any
such Calculation Agent shall act as an independent expert and, unless otherwise
provided by this Agreement, its calculations and determinations under this
Agreement shall, absent manifest error, be final and binding on the Company,
the Warrant Agent and the Warrantholders. Any such calculations will be made
available to a Warrantholder for inspection at the Warrant Agent's Office.


                                   ARTICLE 2
                  DURATION AND EXERCISE OF UNIVERSAL WARRANTS

         SECTION 2.01. Duration and Exercise of Universal Warrants. All terms
with respect to duration and exercise of Universal Warrants will be established
pursuant to Section 1.03 for each series of Universal Warrants.

         SECTION 2.02. Return of Money Held Unclaimed for Two Years. Except as
otherwise provided herein, any money or other assets deposited with or paid to
the Warrant Agent for the payment of any Universal Warrants and not paid but
remaining unclaimed for two years after the date upon which such money or other
assets shall have become due and payable shall be repaid by the Warrant Agent
to the Company, at the Company's request pursuant to an Officer's Certificate,
and the holders of such Universal Warrants shall thereafter look only to the
Company for any payment which such holders may be entitled to collect and all
liability of the Warrant Agent with respect to such money shall thereupon
cease; provided that the Warrant Agent, before making any such repayment, may
(but shall not be obligated to) at the expense of the Company notify (i) in the
case of Registered Warrants evidenced by Definitive Warrant Certificates, the
Registered Holders, (ii) in the case of Warrants evidenced by one or more
Global Warrant Certificates, the participants of the Depositary, and (iii) in
the case of Bearer Warrants evidenced by Definitive Warrant Certificates, the
holders thereof, in each case as provided in Section 6.04, that said money has
not been so applied and remains unclaimed and that after a date named in the
notification any unclaimed balance of said money then remaining will be
returned to the Company.

                                      16

<PAGE>


                                   ARTICLE 3
             OTHER PROVISIONS RELATING TO RIGHTS OF WARRANTHOLDERS

         SECTION 3.01. Warrantholder May Enforce Rights. Notwithstanding any of
the provisions of this Agreement, any Warrantholder may, without the consent of
the Warrant Agent, the Depositary, any participant of the Depositary, any other
Warrantholder, the holder of any Warrant Property or, if applicable, the common
depositary for Morgan Guaranty Trust Company of New York, Brussels Office, or
its successor, as operator of the Euroclear System and Clearstream Banking SA,
or its successor, in and for its own behalf, 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 Universal
Warrants as provided in this Agreement and established with respect to such
Universal Warrants pursuant to Section 1.03.

         SECTION 3.02. No Rights as Holder of Warrant Property Conferred by
Universal Warrants or Warrant Certificates. No Warrant Certificate or Universal
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
Property, including, without limitation, the right to receive the payment of
principal of (premium, if any) or interest, if any, on Warrant Property or to
vote or to enforce any rights under any documents governing Warrant Property.

         SECTION 3.03. 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 Universal 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 and 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
Universal Warrants issuable hereunder that theretofore shall not have been
signed by the Company. All the Universal Warrants so issued shall in all
respects have the same legal rank and benefit under this Agreement as the
Universal Warrants theretofore or thereafter issued in accordance with the
terms of this Agreement as though all of such Universal 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

                                      17

<PAGE>


and form (but not in substance) may be made in the Warrant Certificates
representing the Universal Warrants thereafter to be issued as may be
appropriate.

          (b) The Warrant Agent may receive an Opinion of Counsel as conclusive
evidence that any such merger, consolidation, conveyance, transfer or
assumption complies with the provisions of this Section.


                                   ARTICLE 4
          UNIVERSAL WARRANTS ACQUIRED BY THE COMPANY; PAYMENT OF TAXES

         SECTION 4.01. Universal Warrants Acquired by the Company. (a) In the
event the Company shall purchase or otherwise acquire Universal Warrants, such
Universal Warrants may, at the option of the Company, be (i) in the case of
Bearer Warrants or Registered Warrants evidenced by Definitive Warrant
Certificates, delivered to the Warrant Agent, and if so delivered, the Warrant
Agent shall promptly cancel such Universal Warrants on the records of the
Warrant Agent or (ii) in the case of Warrants evidenced by one or more Global
Warrant Certificates, surrendered free through a participant of the Depositary
to the Depositary for credit to the account of the Warrant Agent maintained at
the Depositary, and if so credited, the Warrant Agent shall promptly note the
cancellation of such Universal Warrants by notation on the records of the
Warrant Agent and the Warrant Agent shall cause its records to be marked to
reflect the reduction in the number of Universal Warrants evidenced by the
Global Warrant Certificate or Certificates by the number of Universal Warrants
so canceled promptly after such account is credited. Universal Warrants
acquired by the Company may also, at the option of the Company, be resold by
the Company directly or to or through any of its affiliates in lieu of being
surrendered to the Warrant Agent or credited to its account. No Warrant
Certificate shall be countersigned in lieu of or in exchange for any Universal
Warrant that is canceled as provided herein, except as otherwise expressly
permitted by this Agreement.

          (b) Any canceled Warrant Certificate held by the Warrant Agent under
this Agreement shall be disposed of by the Warrant Agent in accordance with its
customary procedures unless otherwise directed by the Company, and the Warrant
Agent shall deliver a certificate of disposition to the Company evidencing the
same.

         SECTION 4.02. Payment of Taxes. The Company will pay all stamp,
withholding and other duties, if any, attributable to the initial issuance of
each series or tranche of Universal Warrants; provided, however, that, anything
in this Agreement to the contrary notwithstanding, the Company shall not be
required to

                                      18

<PAGE>


pay any tax or other governmental charge that may be payable in respect of any
transfer involving any beneficial or record interest in, or ownership interest
of, any Universal Warrants or Warrant Certificates.


                                   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 Universal
Warrants upon the terms and subject to the conditions set forth herein; and
______________________ hereby accepts such appointment. The Warrant Agent shall
have the powers and authority granted to and conferred upon it in this
Agreement and such further powers and authority to act on behalf of the Company
as the Company may hereafter grant to or confer upon it with its consent. All
of the terms and provisions with respect to such powers and authority contained
in any Warrant Certificate are subject to and governed by the terms and
provisions hereof.

         SECTION 5.02. Condition 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 Universal
Warrants shall be subject:

          (a) 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 its reasonable
out-of-pocket expenses (including attorneys' fees and expenses) incurred by the
Warrant Agent without negligence or bad faith on its part in connection with
the services rendered by it hereunder. The Company also agrees to indemnify the
Warrant Agent for, and to hold it harmless against, any loss, liability or
expense (including reasonable attorneys' fees and expenses) incurred without
negligence or bad faith on the part of the Warrant Agent, arising out of or in
connection with its acting as such Warrant Agent hereunder, as well as the
reasonable costs and expenses of defending against any claim of liability in
the premises. The obligations of the Company under this Section shall survive
the expiration of all Universal Warrants issued under this Agreement.

          (b) In acting under this Agreement, 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 Warrantholders.

                                      19

<PAGE>



          (c) The Warrant Agent may consult with counsel satisfactory to it
(including counsel to the Company), and the opinion 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
opinion of such counsel.

          (d) 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 notice, direction, consent, certificate, affidavit, opinion, 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) The Warrant Agent and its officers, directors and employees may
become the owner of, or acquire any interest in, any Universal Warrants or
other obligations of the Company, 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 behalf of, or as depositary,
trustee or agent for, any committee or body of owners or holders of Universal
Warrants or other obligations of the Company as freely as if it were not the
Warrant Agent hereunder.

          (f) The Warrant Agent shall not be under any liability for interest
on any monies at any time received by it pursuant to any of the provisions of
this Agreement nor shall it be obligated to segregate such monies from other
monies held by it, except as required by law. The Warrant Agent shall not be
responsible for advancing funds on behalf of the Company.

          (g) 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, execution and delivery hereof by
the Warrant Agent) or with respect to the validity or execution of the Warrant
Certificates (except its countersignature thereof).

          (h) The recitals contained herein and in the Warrant Certificates
(except as to the Warrant Agent's countersignature thereon) shall be taken as
the statements of the Company, and the Warrant Agent assumes no responsibility
for the correctness of the same.

          (i) The Warrant Agent shall be obligated to perform such duties as
are specifically set forth in this Agreement and no implied duties or
obligations shall be read into this Agreement against the Warrant Agent. The
Warrant Agent shall

                                      20

<PAGE>


not be under any obligation to take any action hereunder likely to involve it
in any expense or liability, the payment of which is not, in its reasonable
opinion, assured to it. The Warrant Agent shall not be accountable or under any
duty or responsibility for the application by the Company of any proceeds of
the issuance of any Warrants. 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 in this Agreement or in any Warrant
Certificate or in the case of the receipt of any written demand from a holder
of a Universal Warrant 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
Universal Warrants, that there shall at all times be a Warrant Agent hereunder
with respect to each series of Universal Warrants until all the Universal
Warrants of such series are no longer outstanding or until monies for the
payment of all outstanding Universal Warrants of such series, if any, shall
have been paid to the Warrant Agent and shall have been returned to the Company
as provided in Section 2.02, whichever occurs earlier.

          (b) The Warrant Agent may at any time resign as such agent with
respect to any series of Universal Warrants by giving written notice to the
Company of such intention on its part, specifying the date on which its desired
resignation shall become effective, subject to the appointment of a successor
Warrant Agent with respect to such series and acceptance of such appointment by
such successor Warrant Agent as hereinafter provided. The Warrant Agent
hereunder may be removed with respect to any series of Universal Warrants at
any time by the filing with it of an instrument in writing signed by or on
behalf of the Company and specifying such removal and the date when it shall
become effective. Such resignation or removal shall take effect upon the
appointment by the Company, as hereinafter provided, of a successor Warrant
Agent with respect to such series (which shall be a banking institution
organized under the laws of the United States of America or one of the states
thereof, have a combined capital and surplus of at least $50,000,000 (as set
forth in its most recent reports of condition published pursuant to law or to
the requirements of any United States federal or state regulatory or
supervisory authority) and having an office in the Borough of Manhattan, The
City of New York) and the acceptance of such appointment by such successor
Warrant Agent. 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 with respect to such

                                      21

<PAGE>


series. The obligation of the Company under Section 5.02(a)shall continue to
the extent set forth therein notwithstanding the resignation or removal of the
Warrant Agent with respect to any series of Universal Warrants.

          (c) In case at any time the Warrant Agent with respect to any series
of Universal Warrants shall give notice of its intent to resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged a bankrupt
or insolvent, or make an assignment for the benefit of its creditors, or
consent to the appointment of a receiver or custodian of all or any substantial
part of its property, or shall admit in writing its inability to pay or meet
its debts as they mature, or if a receiver or custodian of it or of all or any
substantial part of its property shall be appointed, or if any public officer
shall have taken charge or control of the Warrant Agent or of its property or
affairs, for the purpose of rehabilitation, conservation or liquidation, a
successor Warrant Agent, qualified as aforesaid, shall be promptly appointed by
the Company by an instrument in writing, filed with the successor Warrant
Agent. Upon the appointment as aforesaid of a successor Warrant Agent and
acceptance by the latter of such appointment, the Warrant Agent so superseded
shall cease to be Warrant Agent hereunder with respect to such series.

          (d) Any successor Warrant Agent appointed hereunder with respect to
any series of Universal Warrants shall execute, acknowledge and deliver to its
predecessor and to 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,
trusts, immunities, duties and obligations of such predecessor with like effect
as if originally named as Warrant Agent with respect to such series hereunder,
and such predecessor, upon payment of its charges and disbursements then
unpaid, 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
(including, without limitation, the Warrant Register), as Warrant Agent with
respect to such series hereunder.

          (e) If a successor Warrant Agent is appointed with respect to the
Universal Warrants of one or more (but not all) series, the Company, the
predecessor Warrant Agent and each successor Warrant Agent with respect to the
Universal Warrants of any applicable series shall execute and deliver an
agreement supplemental hereto that shall contain such provisions as shall be
deemed necessary or desirable to confirm that all the rights, powers and duties
of the predecessor Warrant Agent with respect to the Universal Warrants of any
series as to which the predecessor Warrant Agent is not retiring shall continue
to be vested in the predecessor Warrant Agent, and shall add to or change any
of the

                                      22

<PAGE>


provisions of this Agreement as shall be necessary to provide for or facilitate
the administration of the Universal Warrants hereunder by more than one Warrant
Agent, it being understood that nothing herein or in such supplemental
agreement shall constitute such Warrant Agents Co-Warrant Agents of the same
Universal Warrants and that each such Warrant Agent shall be a Warrant Agent
with respect to separate series of Universal Warrants.

          (f) 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 corporate agency 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
Universal Warrants of any series may be amended (by means of an agreement
supplemental hereto or otherwise) by the Company and the Warrant Agent, without
the consent of the Warrantholders of any series of Universal Warrants, (i) for
the purpose of curing any ambiguity, or of curing, correcting or supplementing
any defective or inconsistent provision contained herein or therein, (ii) to
establish the form or terms of Warrant Certificates or Universal Warrants of
any series as permitted by Sections 1.02 and 1.03, (iii) to evidence and
provide for the acceptance of appointment hereunder by a successor Warrant
Agent with respect to the Universal Warrants of any series and to add to or
change any of the provisions of this Agreement as shall be necessary to provide
for or facilitate the administration of the Universal Warrants hereunder by
more than one Warrant Agent pursuant to Section 5.03, or (iv) in any other
manner which the Company may deem necessary or desirable and which will not
materially and adversely affect the interests of the Warrantholders of such
series.

          (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 Universal Warrants of all series affected by such modification
or amendment, for any purpose; provided, however, that no such modification or

                                      23

<PAGE>


amendment that changes the exercise price of the Universal Warrants of any
series, shortens the period of time during which the Universal 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 Universal 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
Universal 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 Universal Warrants,
provided that any such certification is accompanied by a certification from the
Depositary as to the Universal Warrant holdings of such participants.

          (c) An amendment that changes or eliminates any provision of this
Agreement that has expressly been included solely for the benefit of one or
more particular series of Universal Warrants, or that modifies the rights of
Warrantholders of such series with respect to such provision, shall be deemed
not to affect the rights under this Agreement of the Warrantholders of any
other series.

          (d) Upon the request of the Company, accompanied by a copy of a Board
Resolution (which Board Resolution may provide general terms or parameters for
such action and may provide that the specific terms of such action may be
determined in accordance with or pursuant to an Issuer Order) authorizing the
execution of any such amendment, and upon the filing with the Warrant Agent of
evidence of the consent of Warrantholders as aforesaid, the Warrant Agent shall
join with the Company in the execution of such amendment unless such amendment
affects the Warrant Agent's own rights, duties or immunities under this
Agreement or otherwise, in which case the Warrant Agent may in its discretion,
but shall not be obligated to, enter into such amendment. In executing, or
accepting the additional duties created by, any amendment permitted by this
Article, the Warrant Agent shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such amendment is authorized or permitted by this Agreement. The fact and date
of the execution of any consent of Warrantholders, or the authority of the
Person executing the same, may be proved in any manner which the Warrant Agent
(with the approval of the Company) deems sufficient.

          (e) It shall not be necessary for the consent of the Warrantholders
under this Section to approve the particular form of any proposed amendment,
but it shall be sufficient if such consent shall approve the substance thereof.

                                      24

<PAGE>




         SECTION 6.02. Notices and Demands to the Company and the Warrant
Agent. If the Warrant Agent shall receive any notice or demand addressed to the
Company by any Warrantholder pursuant to the provisions of this Agreement or
the terms of the Universal Warrants of any series, the Warrant Agent shall
promptly forward such notice or demand to the Company.

         SECTION 6.03. Addresses for Notices. Any communications to the Warrant
Agent with respect to this Agreement shall be in writing addressed to
[____________________________, Attention: _______________________] (the
"Warrant Agent's Office") and any communications 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: Treasurer (or in each case to
such other address as shall be given in writing to the other party hereto).

         SECTION 6.04. Notices to Warrantholders. The Company may cause to have
notice given to the Warrantholders of any series by providing the Warrant Agent
with a form of notice to be distributed by (i) in the case of Registered
Warrants evidenced by Definitive Warrant Certificates, the Warrant Agent to
Registered Holders by first class mail, (ii) in the case of Warrants evidenced
by one or more Global Warrant Certificates, the Depositary to be distributed by
the Depositary to its participants in accordance with the custom and practices
of the Depositary or (iii) in the case of Bearer Warrants evidenced by
Definitive Warrant Certificates, publication at least once in an Authorized
Newspaper (as defined below) in The City of New York, and Western Europe.

         "Authorized Newspaper" means a newspaper (which, in the case of The
City of New York, will, if practicable, be The Wall Street Journal (Eastern
Edition) and, in the case of Western Europe, will, if practicable, be the
Financial Times (London Edition)) published in an official language of the
country of publication customarily published at least once a day for at least
five days in each calendar week and of general circulation in The City of New
York, and Western Europe, as applicable. If it shall be impractical in the
opinion of the Warrant Agent to make any publication of any notice required
hereby in an Authorized Newspaper, any publication or other notice in lieu
thereof that is made or given with the approval of the Warrant Agent shall
constitute a sufficient publication of such notice.

         SECTION 6.05.  Obtaining of Approvals.  The Company will from time to
time take all action that may be necessary to obtain and keep effective any
and all filings or notices under applicable law, which may be or become
required in

                                      25

<PAGE>


connection with the issuance, sale, trading, transfer or delivery of the
Warrant Certificates or the exercise of the Universal Warrants.

         SECTION 6.06. Persons Having Rights under this Agreement. Nothing in
this Agreement expressed or implied and nothing that may be inferred from any
of the provisions hereof is intended, or shall be construed, to confer upon, or
give to, any person or corporation other than the Company, the Warrant Agent
and the Warrantholders any right, remedy or claim under or by reason of this
Agreement or of any covenant, condition, stipulation, promise or agreement
hereof, and all covenants, conditions, stipulations, promises and agreements
contained in this Agreement shall be for the sole and exclusive benefit of the
Company, the Warrant Agent, their respective successors and the Warrantholders.

         SECTION 6.07. Inspection of Agreement. A copy of this Agreement shall
be available at all reasonable times at the Warrant Agent's Office for
inspection by the Warrantholders, participants of the Depositary certified as
such by the Depositary or any person certified by any such participant to be an
indirect participant of the Depositary or any person certified by any such
participant to be a beneficial owner of a Universal Warrant, in each case, on
behalf of whom such participant holds Universal Warrants.

         SECTION 6.08. Officer's Certificates and Opinions of Counsel;
Statements to be Contained Therein. (a) Each certificate or opinion provided
for in this Agreement and delivered to the Warrant Agent with respect to
compliance with a condition or covenant provided for in this Agreement shall
include (i) a statement that the person making such certificate or opinion has
read such covenant or condition, (ii) a brief statement as to the nature and
scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based, (iii) a statement that, in
the opinion of such person, such person has made such examination or
investigation as is necessary to enable such person to express an informed
opinion as to whether or not such covenant or condition has been complied with
and (iv) a statement as to whether or not, in the opinion of such person, such
condition or covenant has been complied with.

          (b) Any certificate, statement or opinion of an officer of the
Company may be based, insofar as it relates to legal matters, upon a
certificate or opinion of or representations by counsel, unless such officer
knows that the certificate or opinion or representations with respect to the
matters upon which such officer's certificate, statement or opinion may be
based as aforesaid are erroneous, or in the exercise of reasonable care should
know that the same are erroneous. Any certificate, statement or opinion of
counsel may be based, insofar as it relates to factual matters, information
with respect to which is in the possession of the Company, upon the
certificate, statement or opinion of or representations by an

                                      26

<PAGE>


officer or officers of the Company, unless such counsel knows that the
certificate, statement or opinion or representations with respect to the
matters upon which such officer's certificate, statement or opinion may be
based as aforesaid are erroneous, or in the exercise of reasonable care should
know that the same are erroneous.

          (c) Any certificate, statement or opinion of an officer of the
Company or of counsel may be based, insofar as it relates to accounting
matters, upon a certificate or opinion of or representations by an accountant
or firm of accountants in the employ of the Company, unless such officer or
counsel, as the case may be, knows that the certificate or opinion or
representations with respect to the accounting matters upon which such
officer's or counsel's, as the case may be, certificate, statement or opinion
may be based as aforesaid are erroneous, or in the exercise of reasonable care
should know that the same are erroneous. Any certificate or opinion of any
independent firm of public accountants filed with and directed to the Warrant
Agent shall contain a statement that such firm is independent.

         SECTION 6.09. Payments Due on Saturdays, Sundays and Holidays. If the
date fixed for any payment with respect to the Universal Warrants of any series
appertaining thereto shall not be a Business Day (as defined below), then such
payment need not be made on such date, but may be made on the next succeeding
Business Day with same force and effect as if made on the date fixed, and no
interest shall accrue for the period after such date.

         "Business Day" means, with respect to any Universal Warrant, a
Business Day as established pursuant to Section 1.03 hereof or if the term
Business Day is not so specified, Business Day means any day that is not a
Saturday or Sunday or a legal holiday in The City of New York or a day on which
banking institutions in The City of New York are authorized or required by law,
regulation or executive order to be closed.

         SECTION 6.10. Judgment Currency. The Company agrees, to the fullest
extent that it may effectively do so under applicable law, that (a) if for the
purpose of obtaining judgment in any court it is necessary to convert the sum
due in respect of the Universal Warrants of any series (the "Required
Currency") into a currency in which a judgment will be rendered (the "Judgment
Currency"), the rate of exchange used shall be the rate at which in accordance
with normal banking procedures the Warrant Agent could purchase in The City of
New York the Required Currency with the Judgment Currency on the day on which
final unappealable judgment is entered, unless such day is not a New York
Banking Day (as defined below), in which event, to the extent permitted by
applicable law, the rate of exchange used shall be the rate at which in
accordance with normal

                                      27

<PAGE>


banking procedures the Warrant Agent could purchase in The City of New York the
Required Currency with the Judgment Currency on the last New York Banking Day
preceding the day on which final unappealable judgment is entered and (b) its
obligations under this Agreement and the terms of the Universal Warrants of
such series to make payments in the Required Currency (i) shall not be
discharged or satisfied by any tender, or any recovery pursuant to any judgment
(whether or not entered in accordance with clause 6.10(a)), in any currency
other than the Required Currency, except to the extent that such tender or
recovery shall result in the actual receipt, by the payee, of the full amount
of the Required Currency expressed to be payable in respect of such payments,
(ii) shall be enforceable as an alternative or additional cause of action for
the purpose of recovering in the Required Currency so expressed to be payable
and (iii) shall not be affected by judgment being obtained for any other sum
due under this Agreement. For purposes of the foregoing, "New York Banking Day"
means any day except a Saturday, Sunday or a legal holiday in The City of New
York or a day on which banking institutions in The City of New York are
authorized or required by law or executive order to close.

         SECTION 6.11. 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 6.12.  Counterparts.  This Agreement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original; but such counterparts shall together constitute but one and the same
instrument.

         SECTION 6.13. Applicable Law. This Agreement and each Universal
Warrant shall be deemed to be a contract under the laws of the State of New
York, and for all purposes shall be construed in accordance with the laws of
said State, excluding choice of law provisions.

                                      28

<PAGE>



         IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the day and year first above written.


                                           DONALDSON, LUFKIN & JENRETTE,
                                           INC.

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


                                           [------------------------------]


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

<PAGE>


                                                                      EXHIBIT I


             [FORM OF FACE OF REGISTERED CALL WARRANT CERTIFICATE]


No. _____                                                  CUSIP No. __________


         [Unless and until it is exchanged in whole or in part for Universal
Warrants in definitive registered form, this Warrant Certificate and the
Universal Warrants evidenced hereby may not be transferred except as a whole by
the Depositary to the nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary.]1



                       DONALDSON, LUFKIN & JENRETTE, INC.

                      [Designation of Universal Warrants]

NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO
_____]1

WARRANT PROPERTY:

AMOUNT OF WARRANT PROPERTY
   PURCHASABLE PER WARRANT:

CALL PRICE PER WARRANT:

FORM OF PAYMENT OF
   CALL PRICE:

FORM OF SETTLEMENT:

DATES OF EXERCISE:

OTHER TERMS:

--------
  1 Applies to global warrant certificates.

                                      I-1

<PAGE>


         This Warrant Certificate certifies that __________, or registered
assigns, is the Registered Holder of the number of [Designation of Universal
Warrants] (the "Warrants") [specified above]2[specified on Schedule A hereto]3.
Upon receipt by the Warrant Agent of this Warrant Certificate, the exercise
notice on the reverse hereof (or an exercise notice in substantially identical
form delivered herewith)(the "Exercise Notice"), duly completed and executed,
and the Call Price per Warrant set forth above, in the form set forth above,
for each Warrant to be exercised (the "Exercise Property") at the Warrant
Agent's Window, Attention: Tender Department, in the Borough of Manhattan, The
City of New York, each Warrant evidenced hereby entitles the Registered Holder
hereof to receive, subject to the terms and conditions set forth herein and in
the Warrant Agreement (as defined below), from Donaldson, Lufkin & Jenrette,
Inc. (the "Company") the amount and form of property (the "Warrant Property")
specified above. Warrants will not entitle the Warrantholder to any of the
rights of the holders of any of the Warrant Property.

         Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof, and such further provisions shall
for all purposes have the same effect as though fully set forth in this place.

         This Warrant Certificate shall not be valid unless countersigned by
the Warrant Agent.
--------
  2 Applies to definitive warrant certificates 3 Applies to global warrant
    certificates

  3 Applies to global warrant certificates.

                                      I-2

<PAGE>


         IN WITNESS WHEREOF, Donaldson, Lufkin & Jenrette, Inc. has caused
this instrument to be duly executed.

Dated:                                      DONALDSON, LUFKIN & JENRETTE,
                                            INC.


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


Attest:

By:
                      Secretary

Countersigned as of the date above
written:

[___________________________________],
   as Warrant Agent


By:
   ---------------------------------
         Authorized Officer

                                      I-3

<PAGE>


            [FORM OF REVERSE OF REGISTERED CALL WARRANT CERTIFICATE]

                       DONALDSON, LUFKIN & JENRETTE, INC.

         The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Universal Warrants issued by the Company pursuant to a
Universal Warrant Agreement, dated as of ___________, ___ (the "Warrant
Agreement"), between the Company and [____________________] (the "Warrant
Agent") and are subject to the terms and provisions contained in the Warrant
Agreement, to all of which terms and provisions each Warrantholder consents by
acceptance of this Warrant Certificate or a beneficial interest therein and
which Warrant Agreement is hereby incorporated by reference in and made a part
of this Warrant Certificate. Without limiting the foregoing, all capitalized
terms used herein and not otherwise defined shall have the meanings set forth
in the Warrant Agreement. A copy of the Warrant Agreement is on file at the
Warrant Agent's Office. The Warrants constitute a separate series of Universal
Warrants under the Warrant Agreement.

         The Warrants are unsecured contractual obligations of the Company and
rank pari passu with the Company's other unsecured contractual obligations and
with the Company's unsecured and unsubordinated debt.

         Subject to the provisions hereof and the Warrant Agreement, each
Warrant may be exercised during the dates of exercise set forth on the face
hereof by delivering or causing to be delivered this Warrant Certificate, the
Exercise Notice, duly completed and executed, and the Exercise Property for
each such Warrant to the Warrant Agent's Window, in the Borough of Manhattan,
The City of New York, which is, on the date hereof (unless otherwise specified
herein), [__________________________________________________________________,
Attention: __________________,] or at such other address as the Warrant Agent
may specify from time to time.

         Each Warrant entitles the Warrantholder to receive, upon exercise, the
Warrant Property set forth on the face hereof.

         The Warrant Agreement and the terms of the Warrants are subject to
amendment as provided in the Warrant Agreement.

         This Warrant Certificate shall be governed by, and interpreted in
accordance with, the laws of the State of New York.

                                      I-4

<PAGE>


                      [Designation of Universal Warrants]

                                Exercise Notice


[Warrant Agent
Name and Address]


Attention: [________________]

         The undersigned (the "Registered Holder") hereby irrevocably exercises
__________ Warrants (the "Exercised Warrants") and delivers to you herewith a
Warrant Certificate or Certificates, registered in the Registered Holder's
name, representing a number of Warrants at least equal to the number of
Exercised Warrants, and the Exercise Property with respect thereto.

         The Registered Holder hereby directs the Warrant Agent (a) to deliver
the Warrant Property as follows:



         and (b) if the number of Exercised Warrants is less than the number of
Warrants represented by the enclosed Warrant Certificate, to deliver a Warrant
Certificate representing the unexercised Warrants to:






Dated:                                           ------------------------------
                                                      (Registered Holder)


                                                 By:
                                                    ---------------------------
                                                    Authorized Signature
                                                    Address:
                                                    Telephone:

                                      I-5

<PAGE>



           [If Warrant is a Global Warrant, insert this Schedule A.]


                                                                     SCHEDULE A

                      [Designation of Universal Warrants]


                                     GLOBAL
                               UNIVERSAL WARRANT
                             SCHEDULE OF EXCHANGES


         The initial number of Universal Warrants represented by this Global
Universal Warrant is __________. In accordance with the Universal Warrant
Agreement dated as of ________, 20__ between the Issuer and
_______________________, as Warrant Agent, the following reductions as a result
of the exercise of the number of Universal Warrants indicated below have been
made:



                                    Reduced         Notation
                                     Number          Made by
                  Number of       Outstanding         or on
    Date of       Universal        Following        Behalf of
   Exchange       Warrants           Such           Warrant
  of Excise       Exercised        Exercise          Agent
  ---------       ---------       -----------       ---------
   --------       ---------       -----------       ---------
   --------       ---------       -----------       ---------
   --------       ---------       -----------       ---------
   --------       ---------       -----------       ---------
   --------       ---------       -----------       ---------
   --------       ---------       -----------       ---------
   --------       ---------       -----------       ---------
   --------       ---------       -----------       ---------
   --------       ---------       -----------       ---------


                                      I-6

<PAGE>



                                                                     EXHIBIT II


              [FORM OF FACE OF REGISTERED PUT WARRANT CERTIFICATE]


No. _____                                                  CUSIP No. __________


[Unless and until it is exchanged in whole or in part for Universal Warrants in
definitive registered form, this Warrant Certificate and the Universal Warrants
evidenced hereby may not be transferred except as a whole by the Depositary to
the nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary.]1


                       DONALDSON, LUFKIN & JENRETTE, INC.

                      [Designation of Universal Warrants]

NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO
____]1

CASH SETTLEMENT VALUE PER WARRANT (OR METHOD OF
DETERMINING SAME):

[WARRANT PROPERTY:]2

[AMOUNT OF WARRANT PROPERTY
   SALABLE PER WARRANT:]2

[PUT PRICE FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY
PER WARRANT:]2

[METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE
DELIVERED FOR SALE UPON EXERCISE OF WARRANTS:]2

--------
 1 Applies to global warrant certificates.

 2 Only if the terms of the Warrants contemplate that the holder may
   deliver Warrant Property to exercise the Warrants.

                                      II-1

<PAGE>



DATES OF EXERCISE:

OTHER TERMS:

         This Warrant Certificate certifies that __________, or registered
assigns, is the Registered Holder of the number of [Designation of Universal
Warrants] (the "Warrants") [specified above]1 [specified on Schedule A
hereto]2. Upon receipt by the Warrant Agent of this Warrant Certificate, the
exercise notice on the reverse hereof (or an exercise notice in substantially
identical form delivered herewith)(the "Exercise Notice"), duly completed and
executed, and the Amount of Warrant Property saleable per Warrant set forth
above, adjusted, if applicable, as set forth above, for each Warrant to be
exercised, delivered as set forth above at the Warrant Agent's Window,
Attention: _________________, in the Borough of Manhattan, The City of New York
(which is, on the date hereof, ___________ ______________________________,
Attention: ____________________), each Warrant evidenced hereby entitles the
Registered Holder hereof to receive, subject to the terms and conditions set
forth herein and in the Warrant Agreement (as defined below), from Donaldson,
Lufkin & Jenrette, Inc. (the "Company") the [Cash Settlement Value][Put Price]3
per Warrant specified above.

         Unless otherwise indicated above, a Warrant will not require or
entitle a Warrantholder to sell or deliver to the Company, nor will the Company
be under any obligation to, nor will it, purchase or take delivery from any
Warrantholder of, any Warrant Property, and upon exercise of a Warrant, the
Company will make only a cash payment in the amount of the Cash Settlement
Value or Put Price per Warrant. Warrantholders will not receive any interest on
any Cash Settlement Value.

         Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof and such further provisions shall
for all purposes have the same effect as though fully set forth in this place.

         This Warrant Certificate shall not be valid unless countersigned by
the Warrant Agent.
--------

  1 Applies to definitive warrant certificates.

  2 Applies to global warrant certificates.

  3 Only if the terms of the Warrants contemplate that the holder may deliver
    Warrant Property to exercise the Warrants.

                                      II-2

<PAGE>



         IN WITNESS WHEREOF, Donaldson, Lufkin & Jenrette, Inc. has caused
this instrument to be duly executed.

Dated:                                      DONALDSON, LUFKIN & JENRETTE,
                                            INC.



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


Attest:

By:
   --------------------------------
             Secretary

Countersigned as of the date above
written:

[______________________________],
   as Warrant Agent


By:
   --------------------------------
          Authorized Officer

                                      II-3

<PAGE>


            [FORM OF REVERSE OF REGISTERED PUT WARRANT CERTIFICATE]

                       DONALDSON, LUFKIN & JENRETTE, INC.

         The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Universal Warrants issued by the Company pursuant to a
Universal Warrant Agreement, dated as of ___________, ___ (the "Universal
Warrant Agreement"), between the Company and [_________________] (the "Warrant
Agent") and are subject to the terms and provisions contained in the Universal
Warrant Agreement, to all of which terms and provisions each Warrantholder
consents by acceptance of this Warrant Certificate or a beneficial interest
therein and which Universal Warrant Agreement is hereby incorporated by
reference in and made a part of this Warrant Certificate. Without limiting the
foregoing, all capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Universal Warrant Agreement. A copy of the
Universal Warrant Agreement is on file at the Warrant Agent's Office. The
Warrants constitute a separate series of Universal Warrants under the Universal
Warrant Agreement.

         The Warrants are unsecured contractual obligations of the Company and
rank pari passu with the Company's other unsecured contractual obligations and
with the Company's unsecured and unsubordinated debt.

         The Warrant Agreement and the terms of the Warrants are subject to
amendment as provided in the Universal Warrant Agreement.

         This Warrant Certificate shall be governed by, and interpreted in
accordance with, the laws of the State of New York.

                                      II-4

<PAGE>


                      [Designation of Universal Warrants]

                                Exercise Notice


[Warrant Agent
Name & Address]



Attention: [__________________]

         The undersigned (the "Registered Holder") hereby irrevocably exercises
__________ Warrants (the "Exercised Warrants") and delivers to you herewith a
Warrant Certificate or Certificates, registered in the Registered Holder's
name, representing a number of Warrants at least equal to the number of
Exercised Warrants[, and the Warrant Property with respect thereto].1

         The Registered Holder hereby directs the Warrant Agent (a) to deliver
the [Cash Settlement Value][Put Price]* per Warrant as follows:



         and (b) if the number of Exercised Warrants is less than the number of
Warrants represented by the enclosed Warrant Certificate, to deliver a Warrant
Certificate representing the unexercised Warrants to:


Dated:                                           ------------------------------
                                                        (Registered Holder)


                                                 By:
                                                    ---------------------------
                                                    Authorized Signature
                                                    Address:
                                                    Telephone:

--------
  1 Only if terms of the Warrants contemplate that the holder may deliver
Warrant Property to exercise the Warrants.

                                      II-5

<PAGE>


           [If Warrant is a Global Warrant, insert this Schedule A.]

                      [Designation of Universal Warrants]

                                                                     SCHEDULE A
                                     GLOBAL
                               UNIVERSAL WARRANT
                             SCHEDULE OF EXCHANGES

         The initial number of Universal Warrants represented by this Global
Universal Warrant is __________. In accordance with the Universal Warrant
Agreement dated as of _______, 20__ between the Issuer and ________________, as
Warrant Agent, [as Collateral Agent] the following reductions as a result of
the exercise of the number of Universal Warrants indicated below have been
made:



                                  Reduced          Notation
                                  Number           Made by
                 Number  of       Outstanding      or on
Date of          Universal        Following        Behalf of
Exchange or      Warrants         Such             Warrant
Exercise         Exercised        Exercise         Agent
-----------      ---------        -----------      ---------
-----------      ---------        -----------      ---------
-----------      ---------        -----------      ---------
-----------      ---------        -----------      ---------
-----------      ---------        -----------      ---------
-----------      ---------        -----------      ---------
-----------      ---------        -----------      ---------
-----------      ---------        -----------      ---------
-----------      ---------        -----------      ---------
-----------      ---------        -----------      ---------

                                      II-6