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                                                                    EXHIBIT 4.16

                            LETTER OF REPRESENTATIONS
                      [To be Completed by Issuer and Agent]

                                PULTE CORPORATION
                                [Name of Issuer]

                          BANK ONE TRUST COMPANY, N.A.
          (Successor-In-Interest to the First National Bank of Chicago)
                                 [Name of Agent]

                                                                   April 3, 2000

Attention:  General Counsel's Office
THE DEPOSITORY TRUST COMPANY
55 Water Street 49th Floor
New York, New York 10041-0099

         Re:      Pulte Corporation
                  $175,000,000 9 1/2% Senior Notes Due 2003

Ladies and Gentlemen:

         This letter sets forth our understanding with respect to certain
matters relating to the Securities. Agent shall act as trustee, paying agent,
fiscal agent, or other agent of Issuer with respect to the Securities. The
Securities have been issued pursuant to a trust indenture, resolution, or other
such document authorizing the issuance of the Securities dated April 3, 2000
(the "Document"). Merrill Lynch & Co. is distributing the Securities through The
Depository Trust Company ("DTC").

         To induce DTC to accept the Securities as eligible for deposit at DTC,
and to act in accordance with its Rules with respect to the Securities, Issuer
and Agent make the following representations to DTC:

         1.    Prior to closing on the Securities on April 3, 2000, there shall
be deposited with DTC one or more Security certificates registered in the name
of DTC's nominee, Cede & Co., for each stated maturity of the Securities in the
face amounts set forth on Schedule A hereto, the total of which represents 100%
of the principal amount of such Securities. If, however, the aggregate principal
amount of any maturity exceeds $400 million, one certificate shall be issued
with respect to each $400 million of principal amount and an additional
certificate shall be issued with respect to any remaining principal amount. Each
Security certificate shall bear the following legend:

               Unless this certificate is presented by an authorized
         representative of The Depository Trust Company, a New York corporation
         ("DTC"), to Issuer or its agent for registration of transfer, exchange,
         or payment, and any certificate issued is registered in




<PAGE>   2


         the name of Cede & Co. or in such other name as is requested by an
         authorized representative of DTC (and any payment is made to Cede &
         Co. or to such other entity as is requested by an authorized
         representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
         VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
         registered owner hereof, Cede & Co., has an interest herein.

Issuer represents:  [NOTE:  ISSUER MUST REPRESENT ONE OF THE FOLLOWING, AND
SHALL CROSS OUT THE OTHER.)


         The Security certificate(s) shall remain in Agent's custody as a
"Balance Certificate" subject to the provisions of the Balance Certificate
Agreement between Agent and DTC currently in effect.

         On each day on which Agent is open for business and on which it
receives an instruction originated by a DTC participant ("Participant") through
DTC's Deposit/Withdrawal at Custodian ("DWAC") system to increase the
Participant's account by a specified number of Securities (a "Deposit
Instruction"), Agent shall, no later than 6:30 p.m. (Eastern Time) that day,
either approve or cancel the Deposit Instruction through the DWAC system.

         On each day on which Agent is open for business and on which it
receives an instruction originated by a Participant through the DWAC system to
decrease the Participant's account by a specified number of Securities (a
"Withdrawal Instruction"), Agent shall, no later than 6:30 p.m. (Eastern Time)
that day, either approve or cancel the Withdrawal Instruction through the DWAC
system.

         Agent agrees that its approval of a Deposit or Withdrawal Instruction
shall be deemed to be the receipt by DTC of a new reissued or reregistered
certificated Security on registration of transfer to the name of Cede & Co. for
the quantity of Securities evidenced by the Balance Certificate after the
Deposit or Withdrawal Instruction is effected.

         2.   Issuer: (a) understands that DTC has no obligation to, and will
not, communicate to its Participants or to any person having an interest in the
Securities any information contained in the Security certificate(s); and (b)
acknowledges that neither DTC's Participants nor any person having an interest
in the Securities shall be deemed to have notice of the provisions of the
Security certificate(s) by virtue of submission of such certificate(s) to DTC.

         3.    In the event of any solicitation of consents from or voting by
holders of the Securities, Issuer or Agent shall establish a record date for
such purposes (with no provision for revocation of consents or votes by
subsequent holders) and shall send notice of such record date to DTC no fewer
than 15 calendar days in advance of such record date. Notices to DTC pursuant to
this Paragraph by telecopy shall be directed to DTC's Reorganization Department,
Proxy Unit at (212) 855-5181 or (212) 855-5182. If the party sending the notice
does not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5202. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:


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<PAGE>   3


                            Supervisor, Proxy Unit
                            Reorganization Department
                            The Depository Trust Company
                            55 Water Street 50th Floor
                            New York, New York 10041-0099

          4.   In the event of a full or partial redemption, Issuer or Agent
shall send a notice to DTC specifying: (a) the amount of the redemption or
refunding; (b) in the case of a refunding, the maturity date(s) established
under the refunding; and (c) the date such notice is to be distributed to
Security holders (the "Publication Date"). Such notice shall be sent to DTC by a
secure means (e.g., legible telecopy, registered or certified mail, overnight
delivery) in a timely manner designed to assure that such notice is in DTC's
possession no later than the close of business on the business day before or, if
possible, two business days before the Publication Date. Issuer or Agent shall
forward such notice either in a separate secure transmission for each CUSIP
number or in a secure transmission for multiple CUSIP numbers (if applicable)
which includes a manifest or list of each CUSIP number submitted in that
transmission. (The party sending such notice shall have a method to verify
subsequently the use of such means and the timeliness of such notice.) The
Publication Date shall be no fewer than 30 days nor more than 60 days prior to
the redemption date or, in the case of an advance refunding, the date that the
proceeds are deposited in escrow. Notices to DTC pursuant to this Paragraph by
telecopy shall be directed to DTC's Call Notification Department at (516)
227-4164 or (516) 227-4190. If the party sending the notice does not receive a
telecopy receipt from DTC confirming that the notice has been received, such
party shall telephone (516) 227-4070. Notices to DTC pursuant to this Paragraph,
by mail or by any other means, shall be sent to:

                            Manager, Call Notification Department
                            The Depository Trust Company
                            711 Stewart Avenue
                            Garden City, New York 11530-4719

         5.    In the event of a pro rata reduction of principal, Agent shall
send DTC written notice with respect to the dollar amount per $1,000 original
face value (or other minimum authorized denomination if less than $1,000 face
value) payable on each payment date allocated as to the interest and principal
portions thereof preferably five, but no fewer than two, business days prior to
such payment date. Such notice, shall clearly indicate that it relates to a pro
rata reduction of principal. Furthermore, the notice shall also contain the
current pool factor or ratio and Agent contact's name and telephone number.
Notices to DTC pursuant to this Paragraph by telecopy shall be directed to DTC's
Dividend Department at (212) 855-4555. If the party sending the notice does not
receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-4550. Notices to DTC pursuant to
this Paragraph, or by mail or by any other means, shall be sent to:

                            Manager, Announcements
                            Dividend Department



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<PAGE>   4


                            The Depository Trust Company
                            55 Water Street 25th Floor
                            New York, New York 10041-0099

         6.    In the event of an invitation to tender the Securities (including
mandatory tenders, exchanges, and capital changes), notice by Issuer or Agent to
Security holders shall be sent to DTC specifying the terms of the tender and the
Publication Date of such notice. Such notice shall be sent to DTC by a secure
means (e.g., legible telecopy, registered or certified mail, overnight delivery)
in a timely manner designed to assure that such notice is in DTC's possession no
later than the close of business on the business day before or, if possible, two
business days before the Publication Date. Issuer or Agent shall forward such
notice either in a separate secure transmission for each CUSIP number or in a
secure transmission for multiple CUSIP numbers (if applicable) which includes a
manifest or list of each CUSIP number submitted in that transmission. (The party
sending such notice shall have a method to verify subsequently the use and
timeliness of such notice.) Notices to DTC pursuant to this Paragraph and
notices of other corporate actions by telecopy shall be directed to DTC's
Reorganization Department at (212) 855-5488. If the party sending the notice
does not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5290. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

                            Manager, Reorganization Department
                            Reorganization Window
                            The Depository Trust Company
                            55 Water Street 50th Floor
                            New York, New York 10041-0099

         7.    It is understood that if the Security holders shall at any time
have the right to tender the Securities to Issuer and require that Issuer
repurchase such holders' Securities pursuant to the Document and Cede & Co., as
nominee of DTC, or its registered assigns, as the record owner, is entitled to
tender the Securities, such tenders will be effected by means of DTC's Repayment
Option Procedures. Under the Repayment Option Procedures, DTC shall receive,
during the applicable tender period, instructions from its Participants to
tender Securities for purchase. Issuer and Agent agree that such tender for
purchase may be made by DTC by means of a book-entry credit of such Securities
to the account of Agent, provided that such credit is made on or before the
final day of the applicable tender period. DTC agrees that promptly after the
recording of any such book-entry credit, it will provide to Issuer or Agent an
Agent Receipt and Confirmation or the equivalent, in accordance with the
Repayment Option Procedures, identifying the Securities and the aggregate
principal amount thereof as to which such tender for purchase has been made.
         Issuer or Agent shall send DTC notice regarding such optional tender by
hand or by a secure means (e.g., legible facsimile transmission, registered or
certified mail, overnight delivery) in a timely manner designed to assure that
such notice is in DTC's possession no later than the close of business two
business days before the Publication Date. The Publication Date shall be no
fewer than 15 days prior to the expiration date of the applicable tender period.
Such notice shall state whether any partial redemption of the Securities is
scheduled to occur during


                                       4

<PAGE>   5


the applicable optional tender period. Notices to DTC pursuant to the above by
telecopy shall be directed to DTC's Put Bond Unit at (212) 855-5235. If the
party sending the notice does not receive a telecopy receipt from DTC confirming
that the notice has been received, such party shall telephone (212) 855-5230.
Notices to DTC pursuant to the above by mail or by any other means shall be sent
to:

                            Supervisor, Put Bond Unit
                            Reorganization Department
                            The Depository Trust Company
                            55 Water Street 50th Floor
                            New York, New York 10041-0099

         8.    All notices and payment advices sent to DTC shall contain the
CUSIP number of the Securities.

         9.    In the event of a change in the interest rate, Agent shall send
notice to DTC of such change and Agent shall indicate the stated coupon rate.
Such notice, which shall include Agent contact's name and telephone number, by
telecopy shall be directed to DTC's Dividend Department at (212) 855-4555. If
the party sending the notice does not receive a telecopy receipt from DTC
confirming that the notice has been received, such party shall telephone (212)
855-4550. Notices to DTC pursuant to this Paragraph, by mail or by any other
means, shall be sent to:

                            Manager, Announcements
                            Dividend Department
                            The Depository Trust Company
                            55 Water Street 25th Floor
                            New York, New York 10041-0099

         10.   Issuer or Agent shall provide a written notice of interest
payment information, including the stated coupon rate information, to DTC as
soon as the information is available. Issuer or Agent shall provide such notice
directly to DTC electronically, as previously arranged by Issuer or Agent. If
electronic transmission has not been arranged, absent any other arrangements
between Issuer or Agent and DTC, such information shall be sent by telecopy to
DTC's Dividend Department at (212) 855-4555 or (212) 855-4556. If the party
sending the notice does not receive a telecopy receipt from DTC confirming that
the notice has been received, such party shall telephone (212) 855-4550. Notices
to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent
to DTC's Dividend Department to the address indicated in Paragraph 9.

         11.   Interest payments and principal payments that are part of
periodic principal-and-interest payments shall be received by Cede & Co., as
nominee of DTC, or its registered assigns, in same-day funds no later than 2:30
p.m. (Eastern Time) on the payment date. Issuer shall remit by 1:00 p.m.
(Eastern Time) on the payment date all such interest payments due Agent, or at
such earlier time as may be required by Agent to guarantee that DTC shall
receive payment in same-day funds no later than 2:30 p.m. (Eastern Time) on the
payment date. Absent any other


                                       5

<PAGE>   6


arrangements between Issuer or Agent and DTC, such funds shall be wired to the
Dividend Deposit Account number that will be stamped on the signature page
hereof at the time DTC executes this Letter of Representations.

         12.   Issuer or Agent shall provide DTC's Dividend Department, no later
than 12:00 noon (Eastern Time) on the payment date, automated notification of
CUSIP-level detail. If the circumstances prevent the funds paid to DTC from
equaling the dollar amount associated with the detail payments by 12:00 noon
(Eastern Time), Issuer or Agent must provide CUSIP-level reconciliation to DTC
no later than 2:30 p.m. (Eastern Time). Reconciliation must be provided by
either automated means or written format. Such reconciliation notice, if sent by
telecopy, shall be directed to DTC's Dividend Department at (212) 855-4633, and
receipt of such reconciliation notice shall be confirmed by telephoning (212)
855-4430.

         13.   Maturity and redemption payments allocated with respect to each
CUSIP number shall be received by Cede & Co., as nominee of DTC, or its
registered assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on
the payment date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment
date all maturity and redemption payments due Agent, or at such earlier time as
required by Agent to guarantee that DTC shall receive payment in same-day funds
no later than 2:30 p.m. (Eastern Time) on the payment date. Absent any other
arrangements between Issuer or Agent and DTC, such funds shall be wired to the
Redemption Deposit Account number that will be stamped on the signature page
hereof at the time DTC executes this Letter of Representations.

         14.   Principal payments (plus accrued interest, if any) as a result of
optional tenders for purchase effected by means of DTC's Repayment Option
Procedures shall be received by Cede & Co., as nominee of DTC, or its registered
assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment
date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment date all
such reorganization payments due Agent, or at such earlier time as required by
Agent to guarantee that DTC shall receive payment in same-day funds no later
than 2:30 p.m. (Eastern Time) on the payment date. Absent any other arrangements
between Issuer or Agent and DTC, such funds shall be wired to the Reorganization
Deposit Account number that will be stamped on the signature page hereof at the
time DTC executes this Letter of Representations.

         15.   DTC may direct Issuer or Agent to use any other number or address
as the number or address to which notices or payments may be sent.

         16.   In the event of a redemption, acceleration, or any other similar
transaction (e.g., tender made and accepted in response to Issuer's or Agent's
invitation) necessitating a reduction in the aggregate principal amount of
Securities outstanding or an advance refunding of part of the Securities
outstanding, DTC, in its discretion: (a) may request Issuer or Agent to issue
and authenticate a new Security certificate; or (b) may make an appropriate
notation on the Security certificate indicating the date and amount of such
reduction in principal except in the case of final maturity, in which case the
certificate will be presented to Issuer or Agent prior to payment, if required.


                                       6

<PAGE>   7

         17.   In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certificated Securities, Issuer or Agent
shall notify DTC of the availability of certificates. In such event, Issuer or
Agent shall issue, transfer, and exchange certificates in appropriate amounts,
as required by DTC and others.

         18.   DTC may discontinue providing its services as securities
depository with respect to the Securities at any time by giving reasonable
notice to Issuer or Agent (at which time DTC will confirm with Issuer or Agent
the aggregate principal amount of Securities outstanding). Under such
circumstances, at DTC's request, Issuer and Agent shall cooperate fully with DTC
by taking appropriate action to make available one or more separate certificates
evidencing Securities to any Participant having Securities credited to its DTC
accounts.

         19.   Nothing herein shall be deemed to require Agent to advance funds
on behalf of Issuer.

         20.   This Letter of Representations may be executed in any number of
counterparts, each of which when so executed, shall be deemed to be an original,
but all such counterparts together shall constitute but one and the same
instrument.

         21.   This Letter of Representations shall be governed by, and
construed in accordance with, the laws of the State of New York, without giving
effect to principles of conflicts of law.

         22.   The sender of each notice delivered to DTC pursuant to this
Letter of Representations is responsible for confirming that such notice was
properly received by DTC.

         23.   Issuer recognizes that DTC does not in any way undertake to, and
shall not have any responsibility to, monitor or ascertain the compliance of any
transactions in the Securities with the following, as amended from time to time:
(a) any exemptions from registration under the Securities Act of 1933; (b) the
Investment Company Act of 1940; (c) the Employee Retirement Income Security Act
of 1974; (d) the Internal Revenue Code of 1986; (e) any rules of any
self-regulatory organizations (as defined under the Securities Exchange Act of
1934); or (f) any other local, state, or federal laws or regulations thereunder.

         24.   Issuer hereby authorizes DTC to provide to Agent listings of
Participant's holdings known as Security Position Listings ("SPLs") with respect
to the Securities from time to time at the request of the Agent. DTC charges a
fee for such SPLs. This authorization, unless revoked by Issuer, shall continue
with respect to the Securities while any Securities are on deposit at DTC, until
and unless Agent shall no longer be acting. In such event, Issuer shall provide
DTC with similar evidence, satisfactory to DTC, of the authorization of any
successor thereto so to act. Requests for SPLs shall be sent by telecopy to the
Proxy Unit of DTC's Reorganization Department at (212) 855-5181 or (212)
855-5182. Receipt of such requests shall be confirmed by telephoning (212)
855-5202. Requests for SPL's, sent by mail or by any other means, shall be
directed to the address indicated in Paragraph 3.


                                       7

<PAGE>   8

         25.   Issuer and Agent shall comply with the applicable requirements
stated in DTC's Operational Arrangements, as they may be amended from time to
time. DTC's Operational Arrangements are posted on DTC's website at www.DTC.org.

         26.   The following rider(s), attached hereto, are incorporated into
this Letter of Representations:

               See attached rider.



                                       8

<PAGE>   9


NOTES:

A. IF THERE IS AN AGENT (AS DEFINED IN THIS LETTER OF REPRESENTATIONS), AGENT,
AS WELL AS ISSUER, MUST SIGN THIS LETTER. IF THERE IS NO AGENT, IN SIGNING THIS
LETTER ISSUER ITSELF UNDERTAKES TO PERFORM ALL OF THE OBLIGATIONS SET FORTH
HEREIN.

B. SCHEDULE B CONTAINS STATEMENTS THAT DTC BELIEVES ACCURATELY DESCRIBE DTC, THE
METHOD OF EFFECTING BOOK-ENTRY TRANSFERS OF SECURITIES DISTRIBUTED THROUGH DTC,
AND CERTAIN RELATED MATTERS.

                                   Very truly yours,

                                                 Pulte Corporation
                                   ---------------------------------------------
                                                       (Issuer)


                                   By:    /s/  Bruce E. Robinson
                                      ------------------------------------------
                                        (Authorized Officer's Signature)

                                            Bank One Trust Company
                                   ---------------------------------------------
                                                       (Agent)


                                   By:    /s/  Sandy Caruba
                                      ------------------------------------------
                                        (Authorized Officer's Signature)



Received and Accepted:
THE DEPOSITORY TRUST COMPANY












cc:      Underwriter/Placement Agent
         Underwriter's/Placement Agent's Counsel



                                       9


<PAGE>   10


                                                                      SCHEDULE A



                  Pulte Corporation
         -----------------------------------------------------------------------

                  $175,000.00               9 1/2% Senior Notes Due 2003
         -----------------------------------------------------------------------
                                    (Describe Issue)


         CUSIP Number      Principal Amount      Maturity Date    Interest Rate
         ------------      ----------------      -------------    -------------

         745867  AE  1







                                       10

<PAGE>   11


                                                                      SCHEDULE B

                        SAMPLE OFFERING DOCUMENT LANGUAGE
                       DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
 (Prepared by DTC - bracketed material may be applicable only to certain issues)

         1.    The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the securities (the "Securities"). The Securities will
be issued as fully-registered securities registered in the name of Cede & Co.
(DTC's partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered Security certificate will
be issued for [each issue of] the Securities, [each] in the aggregate principal
amount of such issue, and will be deposited with DTC. [If, however, the
aggregate principal amount of [any] issue exceeds $400 million, one certificate
will be issued with respect to each $400 million of principal amount and an
additional certificate will be issued with respect to any remaining principal
amount of such issue.]

         2.    DTC is a limited-purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934. DTC holds securities that its participants ("Direct
Participants") deposit with DTC. DTC also facilitates the settlement among
Direct Participants of securities transactions, such as transfers and pledges,
in deposited securities through electronic computerized book-entry changes in
Direct Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. Direct Participants include securities
brokers and dealers, banks, trust companies, clearing corporations, and certain
other organizations. DTC is owned by a number of its Direct Participants and by
the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the
National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers, banks, and
trust companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants"). The
Rules applicable to DTC and its Direct and Indirect Participants are on file
with the Securities and Exchange Commission.

         3.    Purchases of Securities under the DTC system must be made by or
through Direct Participants, which will receive a credit for the Securities of
DTC's records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participant's records. Beneficial Owners will not receive written confirmation
from DTC or their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into this transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books
of Direct and Indirect Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership
interests in Securities, except in the event that use of the book-entry system
for the Securities is discontinued.


                                       11

<PAGE>   12


         4.    To facilitate subsequent transfers, all Securities deposited by
Direct Participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co. or such other name as may be requested by an authorized
representative of DTC. The deposit of Securities with DTC and their registration
in the name of Cede & Co. or such other nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Securities; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Securities are credited, which may or may
not be the Beneficial Owners. The Direct and Indirect Participants will remain
responsible for keeping account of their holdings on behalf of their customers.

         5.    Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time. [Beneficial Owners of Securities may wish to
take certain steps to augment transmission to them of notices of significant
events with respect to the Securities, such as redemptions, tenders, defaults,
and proposed amendments to the security documents. Beneficial Owners of
Securities may wish to ascertain that the nominee holding the Securities for
their benefit has agreed to obtain and transmit notices to Beneficial Owners, or
in the alternative, Beneficial Owners may wish to provide their names and
addresses to the register and request that copies of the notices be provided
directly to them.]

         [6.   Redemption  notices  shall be sent to DTC.  If less than all of
the Securities within an issue are being redeemed, DTC's practice is to
determine by lot the amount of the interest of each Direct Participant in such
issues to be redeemed.]

         7.    Neither DTC nor Cede & Co. (nor such other DTC nominee) will
consent or vote with respect to the Securities. Under its usual procedures, DTC
mails an Omnibus Proxy to Issuer as soon as possible after the record date. The
Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).

         8.    Redemption proceeds, distributions, and dividend payments on the
Securities will be made to Cede & Co., or such other nominee as may be requested
by an authorized representative of DTC. DTC's practice is to credit Direct
Participant's accounts, upon DTC's receipt of funds and corresponding detail
information from Issuer or Agent on payable date in accordance with their
respective holdings shown on DTC's records. Payment by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of
such Participant and not of DTC, Agent, or Issuer, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
redemption proceeds, distributions, and dividends to Cede & Co. (or such other
nominee as may be requested by an authorized representative of DTC) is the
responsibility of Issuer or Agent, disbursement of such payments to Direct
Participants shall be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners shall be the responsibility of Direct and
Indirect Participants.


                                       12

<PAGE>   13


         [9.   A Beneficial Owner shall give notice to elect to have its
Securities purchased or tendered, through its Participant, to
[Tender/Remarketing] Agent, and shall effect delivery of such Securities by
causing the Direct Participant to transfer the Participant's interest in the
Securities, on DTC's records, to [Tender/Remarketing] Agent. The requirement for
physical delivery of Securities in connection with an optional tender or a
mandatory purchase will be deemed satisfied when the ownership rights in the
Securities are transferred by Direct Participants on DTC's records and followed
by a book-entry credit of tendered Securities to [Tender/Remarketing] Agent's
DTC account.]

         10.   DTC may discontinue providing its services as securities
depository with respect to the Securities at any time by giving reasonable
notice to Issuer or Agent. Under such circumstances, in the event that a
successor securities depository is not obtained, Security certificates are
required to be printed and delivered.

         11.   Issuer may decided to discontinue use of the system of book-entry
transfers through DTC (or successor securities depository). In the event,
Security certificates will be printed and delivered.

         12.   The information in this section concerning DTC and DTC's book-
entry system has been obtained from sources that Issuer believes to be reliable,
but Issuer takes no responsibility for the accuracy thereof.



                                       13
<PAGE>   14


                   REPRESENTATIONS FOR RULE 144A SECURITIES -
                 TO BE INCLUDED IN DTC LETTER OR REPRESENTATIONS


         1.    Issuer represents that at the time of initial registration in the
name of DTC's nominee, Cede & Co., the Securities were Legally or Contractually
Restricted Securities,(1) eligible for transfer under Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and identified by a
CUSIP or CINS number assigned to any securities of the same class that were not
Legally or Contractually Restricted Securities. Issuer shall ensure that a CUSIP
or CINS identification number is obtained for all unrestricted securities of the
same class that is different from any CUSIP or CINS identification number
assigned to a Legally or Contractually Restricted Security of such class, and
shall notify DTC promptly in the event that it is unable to do so. Issuer
represents that it has agreed to comply with all applicable information
requirements of Rule 144A.

         2.    Issuer represents that the Securities are [NOTE: ISSUER MUST
REPRESENT ONE OF THE FOLLOWING, AND SHALL CROSS OUT THE OTHER.]

[an issue of nonconvertible debt securities or nonconvertible preferred stock
which is rated in one of the top four categories by a nationally recognized
statistical rating organization ("Investment Grade Securities").]

         3.    If the Securities are not Investment-Grade Securities, Issuer and
Agent acknowledge that if such Securities cease to be included in an SRO Rule
144A System during any period in which such Securities are Legally or
Contractually Restricted Securities, such Securities shall no longer be eligible
for DTC's services. Furthermore, DTC may discontinue providing its services as
securities depository with respect to the Securities at any time by giving
reasonable notice to Issuer or Agent. Under any of the aforementioned
circumstances, at DTC's request, Issuer and Agent shall cooperate fully with DTC
by taking appropriate action to make available one or more separate certificates
evidencing Securities to any DTC Participant ("Participant") having Securities
credited to its DTC accounts.

         4.    Issuer and Agent acknowledge that, so long as Cede & Co. is a
record owner of the Securities, Cede & Co. shall be entitled to all applicable
voting rights and receive the full amount of all distributions payable with
respect thereto. Issuer and Agent acknowledge that DTC shall treat any
Participant having Securities credited to its DTC accounts as entitled to the
full benefits of ownership of such Securities. Without limiting the generality
of the preceding sentence, Issuer and Agent acknowledge that DTC shall treat any
Participant having Securities credited to its DTC accounts as entitled to
receive distributions (and voting rights, if any) in

--------
(1) A "Legally Restricted Security" is a security that is a restricted security,
as defined in Rule 144(a)(3). A "Contractually Restricted Security" is a
security that upon issuance and continually thereafter can only be sold pursuant
to Regulation S under the Securities Act, Rule 144A, or in a transaction exempt
from the registration requirements of the Securities Act pursuant to Section 4
of the Securities Act and not involving any public offering; provided, however,
that once the security is sold pursuant to the provisions of Rule 144, including
Rule 144(k), it will thereby cease to be a "Contractually Restricted Security."
For purposes of this definition, in order for a depository receipt to be
considered a "Legally or Contractually Restricted Security," the underlying
security must also be a "Legally or Contractually Restricted Security."


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<PAGE>   15



respect of the Securities, and to receive from DTC certificates evidencing
Securities. Issuer and Agent recognize that DTC does not in any way undertake
to, and shall not have any responsibility to, monitor or ascertain the
compliance of any transactions in the Securities with any of the provisions: (a)
of Rule 144A; (b) of other exemptions from registration under the Securities Act
or any other state or federal securities law; or (c) of the offering documents.





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