<PAGE>
                                                                Exhibit 4(a)(ii)

                              POTLATCH CORPORATION

                              OFFICERS CERTIFICATE

         We, GEORGE E. PFAUTSCH, Senior Vice President, Finance, and SANDRA T.
POWELL, Treasurer, of Potlatch Corporation, a Delaware corporation (the
"Company"), do hereby certify in accordance with Section 301 of the Indenture,
dated as of November 27, 1990 (the "Indenture"), between the Company and Bankers
Trust Company of California, National Association, as trustee (the "Trustee"),
that, pursuant to resolutions adopted by the Finance Committee of the Board of
Directors of the Company on December 12, 1991, the terms of a second series of
debt securities of the Company under the Indenture are as follows:

         1. The title of the series of securities
   shall be "Medium-Term Notes Due from 9 Months to
   30 Years from Date of Issue" (the "Notes");

         2. The limit on the aggregate principal amount of the Notes which may
   be authenticated And delivered under the Indenture shall be U.S. $100,000,000
   (except for Notes authenticated and delivered upon registration of, transfer
   of, or in exchange of, or in lieu of, other Notes pursuant to Sections 304,
   305, 306, 906, 1107 and 1305 of the Indenture);

         3. The price of the Notes will be set forth in the applicable Pricing
   Supplement in the form attached hereto as Exhibit A (the "Pricing
   Supplement") and the date on which the principal (and premium, if any) of
   each of the Notes is payable shall be any Business Day (as defined in the
   Indenture) from nine months to thirty years from its date of issue, as
   selected by the initial purchaser of the Notes and agreed to and established
   on behalf of the Company by any of the Chairman of the Board and Chief
   Executive Officer, the President, the Senior Vice President, Finance, or the
   Treasurer (the "Authorized Officers"), from time to time, as evidenced by the
   settlement instructions in the form attached hereto as Exhibit B which shall
   be provided to the Trustee in connection with a request to authenticate such
   securities pursuant to a Company Order, as such term is defined in the
   Indenture (the Settlement Instructions and the Company Order being herein
   referred to collectively as "Settlement Instructions");

         4. The interest on the Notes shall be payable only at a fixed coupon
   rate, such rate to be selected by the initial purchasers of the Notes and
   agreed to and established on behalf of the Corporation by an Authorized
   Officer, from time to

                                     Page 1

<PAGE>


   time, as evidenced by the Settlement Instructions; provided, however, that
   the interest rate shall not exceed a fixed coupon rate of eight and one-
   quarter percent per annum for Notes issued with maturities of up to ten years
   and shall not exceed a fixed coupon rate of nine and one-quarter percent per
   annum for Notes issued with maturities of ten years or longer. The Interest
   Payment Dates and the Regular Record Dates for the interest payable on any
   Interest Payment Date shall be set forth in the Prospectus Supplement
   relating to the Notes dated December 12, 1991 (the "Prospectus Supplement");

         5. The principal of (and premium, if any) and interest on the Notes
   shall be payable, Notes may be surrendered for registration of transfer,
   Notes may be surrendered for exchange, and notices and demands to or upon the
   Company in respect of the Notes and the Indenture may be served, at the
   office or agency of the Company which will initially be the office of the
   agent of the Trustee at Bankers Trust Company, 4 Albany Street, New York, New
   York 10015, or at such other places as the Company may designate;

         6. The obligation, if any, of the Company to redeem or purchase the
   Notes pursuant to any sinking fund or analogous provisions and the period or
   periods within which, the price or prices at which and the terms and
   conditions upon which the Notes shall be redeemed or purchased, in whole or
   in part, pursuant to such obligation will be set forth in the Settlement
   Instructions;

         7. The period or periods within which, the price or prices at which and
   the terms and conditions upon which the Notes may be repaid, in whole or in
   part, at the option of the Holders will be set forth in the Settlement
   Instructions;

         8. The right, if any, of the Company to execute and deliver to the
   Trustee, and to direct the Trustee to authenticate and deliver in accordance
   with a Company Order, a security of any series in lieu of or in exchange for
   the Notes cancelled upon redemption or repayment will be set forth in the
   Settlement Instructions;

         9. The Notes will be issuable only in denominations of U.S. $100,000
   and integral multiples of U.S. $1,000 in excess thereof unless otherwise set
   forth in the Settlement Instructions;

         10. The portion of the principal amount of the Notes, if other than the
   principal amount thereof, which shall be payable upon declaration of
   acceleration of the Maturity thereof pursuant to Section 502 of the Indenture
   will be set forth

                                     Page 2

<PAGE>

   in the Settlement Instructions;

      11. The Notes are to be issuable as Registered Securities, without coupons
   in permanent global form. Beneficial owners of interests in any such
   permanent Global Security may exchange such interests for securities of such
   series and of like tenor under the circumstances set forth in the Prospectus
   Supplement;

      12. Whether and under what circumstances the Company will pay additional
   amounts on Notes held by a person who is not a U.S. Person, as defined in the
   Indenture, in respect of taxes or similar charges withheld or deducted and,
   whether the Company will have the option to redeem such Notes rather than pay
   such additional amounts will be set forth in the Settlement Instructions;

      13. If the amount of payments of principal of (and premium, if any) or
   interest on the Notes may be determined with reference to an index, the
   manner in which such amounts shall be determined shall be set forth in the
   Settlement Instructions;

      14. The Notes shall be in substantially the form attached hereto as
   Exhibit C.

      15. The extent to which, or the manner in which, any interest payable
   on a temporary or permanent Global Security on an Interest Payment Date will
   be paid will be set forth in the Prospectus Supplement;

                                     Page 3

<PAGE>
      16. Any other terms, conditions and rights of the Notes will be set
   forth in the Settlement Instructions.

         IN WITNESS WHEREOF, we have hereunto signed our names this 12th day of
   December, 1991.

                                        /s/ George E. Pfautsch
                                        ----------------------
                                        George E. Pfautsch
                                        Senior Vice President,
                                        Finance


                                        /s/ Sandra T. Powell
                                        ----------------------
                                        Sandra T. Powell
                                        Treasurer


                                     Page 4

<PAGE>

                                                             Exhibit A
Pricing Supplement No.                              Filing under Rule 424(b)(3)
Dated                                             Registration File No. 33-37910

(To Prospectus dated December 11, 1990
and Prospectus Supplement dated
December 12, 1991)

                                 $100,000,000
                             POTLATCH CORPORATION
                              Medium-Term Notes
                 Due from 9 Months to 30 Years from Date of Issue
<TABLE>
<CAPTION>

<S>                                              <C>
Principal Amount:                                Floating Rate Notes:
Interest Rate (if fixed rate):                     Interest rate basis:
Stated Maturity:                                       _ Commercial Paper Rate
Specified Currency:                              _ Prime Rate
Applicable Exchange Rate (if any):                   _ LIBOR
   U.S.$1.00 =                                   _ Treasury Rate
Issue price (as a percentage
  of principal amount):                          _ CD Rate
Form:                                            _ Federal Funds Rate
         Book - Entry                                    _    Other
 Certificated _                                  Index Maturity:
Selling Agent's commission (%):                  Spread:
Purchasing Agent's discount or commission (%):   Spread Multiplier:
Net proceeds to the Company (%):                     Maximum Rate:
Settlement date (original issue date):               Minimum Rate:
Redemption Commencement Date (if any):             Initial Interest Rate:
                                                                 Interest Reset Date(s):
                                                 Interest Determination Date(s):
                                                                 Calculation Date(s):
                                                 Interest Payment Date(s):
                                                                 Regular Record Date(s):
</TABLE>

         Redemption price (if any):
The Redemption Price shall initially be   % of the pricipal amount of such Notes
to be redeemed and shall decline (but not below par) on each anniversary of the
date of original issuance by  % of the principal amount to be redeemed until the
Redemption Price is 100% of such principal amount.

     If such Notes are denominated in other than U.S. dollars, the applicable
Foreign Currency Supplement is attached hereto.

     Additional terms:

     As of the date of this Pricing Supplement, the aggregate initial public
offering price (or its equivalent in other currencies) of the Debt Securities
(as defined in the Prospectus) which have been sold (including the Notes to
which this Pricing Supplement relates) is $ .

     "N/A" as used herein means "Not Applicable." "A/S" as used herein means "As
stated in the Prospectus Supplement referred to above."

Goldman, Sachs & Co.                                        Salomon Brothers Inc

                                     Page 5

<PAGE>

                                                                       Exhibit B

                    (To be delivered to Bankers Trust Company
                    as Authenticating Agent for the Trustee)

                              POTLATCH CORPORATION

                                Medium-Term Notes
                Due from 9 Months to 30 Years from Date of Issue

                             Settlement Instructions

1. Exact name in which the Note is to be registered ("registered owner"):

2. Exact address of registered owner and, if different, the address for
   delivery, notices and payment of principal and interest:

3. TIN of registered owner:

4. Principal amount of Note in authorized denominations to be delivered to the
   registered owner:

5. Interest rate of Note:

   A. In the case of a Fixed Rate Note, the Interest
         Rate and the initial Interest Payment Date:

   B. In the case of a Floating Rate Note:

      1. Base Rate:
      2. Initial Interest Rate (if available):
      3. Interest Reset Dates:
      4. Interest Payment Dates:
      5. Regular Record Dates:
      6. Interest Determination Dates:
      7. Index Maturity:
      8. Maturity:
      9. Maximum Interest Rate (if any):
     10. Minimum Interest Rate (if any):
     11. Spread or Spread Multiplier (if any):
     12. Calculation Agent:

6. Stated Maturity:

7. Redemption provisions, if any, including, as applicable:

   A. Redemption Commencement Date:

   B. Initial Redemption Price (% of par):

   C. Amount (% of par) that the Redemption Price shall decline (but not below
      par) on each anniversary of the Redemption Commencement Date:

   D. Other:

8. If an Original Issue Discount Note, the total amount of Original Issue
   Discount, the yield to Maturity and the initial accrual period of original
   issue discount:

9. Settlement Date (Issue Date):

10. Specified Currency and, if the Specified Currency is

                                      -1-

<PAGE>

    other than U.S. dollars, the applicable Exchange Rate for such Specified
    Currency:

11. Indexed Currency, the Base Rate and the Exchange Rate Determination Date, if
    applicable:

12. Presenting Agent's Commission (to be paid in the form of a discount from the
    proceeds remitted to the Issuer upon settlement):

13. Presenting Agent:

14. Issue Price:

15. Net Proceeds to the Company:

16. Trade Date:

17. Wire transfer information:

18. Additional terms:

         Potlatch Corporation (the "Company") represents and warrants that (i)
the above-mentioned terms of the Notes have been determined in accordance with
the resolutions of the Board of Directors of the Company dated September 21,
1990, and the resolutions of the Finance Committee of the Company dated December
12, 1991 and the Officers' Certificate dated ____________,_________ ; and (ii)
the aggregate principal amount of all Notes heretofore authenticated (prior to
giving effect to any authentication of the Notes herein requested to be
authenticated) is $_______________.

                                    POTLATCH CORPORATION

                                    By____________________
                                      Its_________________

CC: Bankers Trust Company of California,
    National Association

                                      -2-

<PAGE>

                                                                       Exhibit C

                           (Form of Fixed-Rate Note)
                                 (Form of Face)

"UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY ("DEPOSITARY") (55 WATER STREET, NEW YORk, NEW YORK) TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY OR
BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR A SUCCESSOR OF THE DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR."

REGISTERED                                                        REGISTERED

                            POTLATCH CORPORATION
      MEDIUM-TERM NOTES DUE FROM 9 MONTHS TO 30 YEARS FROM DATE OF ISSUE
<TABLE>
<CAPTION>

                                                        CUSIP:

<S>                                                           <C>
Registered No:                         Principal Amount: U.S. $

Interest

Payment Dates:                         Regular Record Dates:

Issue Date:                            Interest Rate:

Stated Maturity:

Repayment Terms:                       Redemption Terms:
         Repayment Dates:                   Redemption Commencement Date:
         Repayment Prices:                  Initial Redemption Price:
                                            Reduction Percentages:   %
</TABLE>

Other Terms:


         POTLATCH CORPORATION, a Delaware corporation (the "Company"), which
term includes any successor corporation under the Indenture hereinafter referred
to, for value received, hereby promises to pay to
, or its registered assigns, the Principal Amount specified above on the Stated
Maturity date specified above (unless earlier redeemed or repaid), and to pay
interest on such Principal Amount at the per annum Interest Rate specified above
on each succeeding Interest Payment Date (as defined below) until payment of
said principal sum has been made or made available for payment; provided,
however, if the Issue Date is after the Regular Record Date (as defined below)
and before the next succeeding Interest Payment Date, then interest hereon shall
be paid on the Interest Payment Date following the next succeeding Regular
Record Date. Interest hereon shall accrue from the Issue Date or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for. The term "Interest Payment Date" for any regular payment of interest shall
mean June 1, December 1 and any date fixed for redemption or repayment pursuant
to the Indenture (as defined below) and this Security (the "Redemption Date")
and the Stated Maturity. The term "Regular Record Date" for any regular payment
of interest, other than any Redemption Date or the Stated Maturity, shall mean
the May 15 or November 15 next preceding such June 1 or December 1 (whether or
not a Business Day), as the case may be. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Security (or a predecessor
security in exchange for or transfer of which this Security was issued between
the Regular Record Date for such interest and the Interest Payment Date) is
registered at the close of business on the Regular Record Date for such
interest. Interest payable at the Stated Maturity or Redemption Date shall be
paid to the Person to whom the Principal Amount is paid. Interest shall be
calculated on the basis of a 360-day year of twelve 30-day months. Any such
interest not so punctually paid or duly provided for shall be payable as
provided in the Indenture.

         Payment of the principal of, and premium, if any, and interest payable

                                      -1-

<PAGE>

upon Maturity or redemption of, this Security shall be made in immediately
available funds at the offices of Bankers Trust Company, in the Borough of
Manhattan, The City of New York (the "Paying Agent"), upon presentation of this
Security. Alternatively, such payments shall be made at such other offices or
agencies of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, in such coin or currency of the United States as at the
time of payment is legal tender for payment of public and private debts. Payment
of interest, other than interest payable upon Maturity or redemption, will be
made by United States dollar check mailed on the applicable interest payment
date to the address of the Person entitled thereto as such address shall appear
in the Security Register. The Company may also appoint additional paying agents.
Notwithstanding the foregoing, (a) a Holder of U.S. $5,000,000 or more in
aggregate principal amount of Notes of like tenor and terms may elect at any
time to have payment of interest made by wire transfer in immediately available
funds, but only if appropriate instructions have been received in writing by
Bankers Trust Company (or other paying agent) on or prior to the applicable
Regular Record Date for such payment of interest, and (b) payment of interest on
a Note registered in the name of The Depository Trust Company or its nominee
shall be made by wire transfer in immediately available funds.

         This Security is one of a duly authorized issuance of Medium-Term Notes
Due from 9 Months to 30 Years from Date of Issue of the Company (the
"Securities"), which have been issued under and are governed by the terms of an
Indenture dated as of November 27, 1990 (the "Indenture") between the Company
and Bankers Trust Company of California, National Association, as

                                      -2-

<PAGE>
Trustee (the "Trustee," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a description of the respective rights thereunder of the
Company, the Trustee and the Holders of the Securities, and the terms upon which
the Securities are, and are to be, authenticated and delivered.

         Reference is made to the further provisions of this Security set forth
on the reverse hereof, which shall have the same effect as though duly set forth
at this place.

         This Security shall not be valid or obligatory for any purpose until
the certificate of authentication hereon shall have been manually signed by the
Trustee.

         IN WITNESS WHEREOF, POTLATCH CORPORATION has caused this instrument to
be signed in its name by the manual or facsimile signature of its Chairman of
the Board and Chief Executive Officer, the President, the Senior Vice President,
Finance or its Treasurer and impressed or imprinted with its corporate seal or
facsimile thereof, attested by the manual or facsimile signature of its
Secretary or one of its Assistant Secretaries.

           Dated:______________     ,_______.

                              POTLATCH CORPORATION

                              By_____________________
                                  Sandra T. Powell
                                     Treasurer

(Corporate Seal)

Attest:

(Assistant) Secretary

         This is one of the Securities of the series designated herein, referred
to in the within-mentioned Indenture.

                                 BANKERS TRUST COMPANY OF CALIFORNIA,
                                 NATIONAL ASSOCIATION, as Trustee

                                 By: Bankers Trust Company
                                     as Authenticating Agent

                                 By__________________________
                                       Authorized Signature

                                      -3-

<PAGE>
(REVERSE SIDE OF FIXED-RATE NOTE)

                           POTLATCH CORPORATION
       MEDIUM-TERM NOTES DUE FROM 9 MONTHS TO 30 YEARS FROM DATE OF ISSUE

         This Security is one of a duly authorized issuance of Securities of the
Company designated as its Medium-Term Notes Due from 9 Months to 30 Years from
Date of Issue (the "Securities"), limited in aggregate principal amount to
$100,000,000, subject to reduction or increase upon the determination of the
Company, all issued or to be issued under and pursuant to an Indenture dated as
of November 27, 1990 between the Company and Bankers Trust Company of
California, National Association, as Trustee (the "Trustee"), to which Indenture
and all indentures supplemental thereto (the "Indenture") reference is hereby
made for a description of the rights, limitations of rights, obligations, duties
and immunities thereunder of the Trustee, the Company and the Holders of the
Securities. The Securities will be issued only in fully registered form in
denominations of $100,000 principal amount and integral multiples of $1,000 in
excess thereof.

         This Security may not be redeemed before the Redemption Commencement
Date, if any, stated on the face hereof. If no Redemption Commencement Date is
indicated hereon, this Security is not redeemable prior to the Stated Maturity
hereof. On or after the Redemption Commencement Date, this Security may be
redeemed in accordance with its terms and the Indenture. In the event of
redemption of this Security in part only, a new Security or Securities of this
series for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.

         In case an Event of Default, as defined in the Indenture, with respect
to the Securities shall have occurred and be continuing, the principal hereof
(unless otherwise indicated on the face hereof) may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture. In addition to the Events
of Default in the Indenture that are applicable to the Securities, the Company
covenants that an Event of Default with respect to the Securities will include
the following: a default under any bond, debenture, note or other evidence of
indebtedness for money borrowed in excess of $10,000,000 by the Company
(including a default with respect to any series of debt securities issued under
the Indenture other than the Securities of this series) or under any mortgage,
indenture or other instrument under which there may be issued or by which there
may be secured or evidenced any indebtedness for money borrowed in excess of
$10,000,000 by the Company (including the Indenture), whether such indebtedness
now exists or shall hereafter be created, which default (i) shall consist of a
failure to pay such indebtedness at final maturity and after the expiration of
the applicable grace period or (ii) shall have resulted in such indebtedness
becoming or being declared due and payable prior to the date on which it would
otherwise have become due and payable, without such acceleration having been
rescinded or annulled or such indebtedness having been discharged, in all cases
within a period of 10 days after there shall

                                      -4-


<PAGE>
have been given, by registered or certified mail, to the Company by the Trustee,
or to the Company and the Trustee by the Holders of at least 25% in aggregate
principal amount of the Securities, a written notice specifying such default and
requiring the Company to cause such indebtedness to be discharged or cause such
acceleration to be rescinded or annulled and stating that such notice is a
"Notice of Default" under the Indenture. The Trustee shall not be deemed to have
knowledge of such default unless either (a) a Responsible Officer of the Trustee
shall have actual knowledge of such default or (b) the Trustee shall receive
written notice thereof from the Company, from any Holder, from the holder of any
such indebtedness or from the trustee under any such mortgage, indenture or
other instrument.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of a majority in principal
amount of the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof, whether or not a
notation of such waiver is made upon this Security. Any Holder may revoke the
consent or waiver as to this Security if the Trustee receives notice of
revocation within the time specified in Section 907 of the Indenture.

         The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness on this Security and (b) certain restrictive covenants upon
compliance by the Company with certain conditions set forth therein, which
provisions apply to this Security.

         Unless otherwise indicated on the face hereof, the transfer of this
Security is registrable by the registered owner hereof in person or by his
attorney duly authorized in writing at the office of the Security Registrar or
at the office of any transfer agent designated by the Company for such purpose.
Subject to the terms of the Indenture, upon payment of a sum sufficient to
reimburse the Company for any tax or other governmental charge incident to
transfer to the extent required by the Indenture, and upon surrender and
cancellation of this Security upon any such registration of transfer, a new
Security or Securities of authorized denomination or denominations, for the same
aggregate principal amount, will be issued to the transferee in exchange
herefor.

         Prior to due presentation of this Security for registration of
transfer, the Company, the Trustee, the Authenticating Agent, if any, any agent
of the Company or the Trustee, the paying agent and the Security Registrar may
deem and treat the Person in whose name this Security shall

                                      -5-

<PAGE>

be registered upon the Security Register as the absolute owner of this Security
for all purposes.


         No recourse shall be had for the payment of the principal of and
premium, if any, or the interest on this Security, or for any claim based
hereon, or otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any incorporator,
stockholder, officer, director or Affiliate, as such, past, present or future,
of the Company or of any respective successor corporation, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.


         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

         The laws of the State of New York shall govern the Indenture and this
Security.

         Except as provided in the Indenture, this Security will rank on a
parity with all other unsecured and unsubordinated indebtedness of the Company.

                                      -6-

<PAGE>


         FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto

---------------------------------------------------------------------
Please insert Social Security or other identifying number of assignee

---------------------------------------------------------------------
            Please print or typewrite name and address
              including postal zip code of assignee

the within Security and all rights thereunder, hereby irrevocably constituting
and appointing _________________________________________ attorney to transfer
said Security on the books of the Company, with full power of substitution in
the premises.

           Dated:________________,______

                               Signature:____________________________
                                         NOTICE: The signature to this
                                         assignment must correspond
                                         with the name as written upon
                                         the face of the within instru-
                                         ment in every particular,
                                         without alteration or
                                         enlargement or any change
                                         whatever and must be
                                         guaranteed by a commercial
                                         bank or trust company having
                                         its principal office or a
                                         correspondent in The City of
                                         New York or by a member firm
                                         of the New York Stock
                                         Exchange.

                                      -7-