
<PAGE>

                             ALLEGIANCE CORPORATION


                       CERTIFICATE OF AUTHORIZED OFFICERS


          The undersigned, pursuant to resolutions adopted by the Board of
Directors of Allegiance Corporation, a Delaware corporation (the "Company"), on
September 16, 1996 (the "Board Resolutions"), hereby certify that there is
hereby approved and established pursuant to Section 301 of the Indenture, dated
as of October 1, 1996 (the "Indenture"), among the Company, as issuer, and PNC
Bank, Kentucky, Inc., as trustee (the "Trustee"), a series of Securities of the
Company under the Indenture whose terms shall be as follows (capitalized terms
used but not defined herein have the meanings ascribed thereto in the
Indenture):

          1.   The Securities of such series shall be known and designated as
     the "7.30% Notes due October 15, 2006" of the Company.

          2.   The aggregate principal amount of the Securities of such series
     which may be authenticated and delivered under the Indenture is limited to
     $200,000,000 (except for Securities of such series authenticated and
     delivered upon registration of transfer of, or in exchange for, or in lieu
     of, other Securities of such series pursuant to Section 304, 305, 306, 906
     or 1107 of the Indenture and except for Securities which, pursuant to
     Section 303 of the Indenture, are deemed never to have been authenticated
     and delivered thereunder).

          3.   The Stated Maturity of the principal of the Securities of such
     series shall be October 15, 2006.

          4.   The Securities of such series shall bear interest at the rate of
     7.30% per annum, which will accrue from October 15, 1996, or from the most
     recent Interest Payment Date to which interest has been paid or duly
     provided for, as the case may be, payable semi-annually on April 15 and
     October 15 in each year, commencing April 15, 1997, to the Person in whose
     name such Securities of such series (or one or more Predecessor Securities)
     are registered at the close of business on the Regular Record Date next
     preceding the
<PAGE>

     Interest Payment Date.  Each April 15 and October 15 shall be an "Interest
     Payment Date" for such Securities of such series, and the March 31 and
     September 30 (whether or not a Business Day), as the case may be, next
     preceding an Interest Payment shall be the "Regular Record Date" for the
     interest payable on such Interest Payment Date.

          5.   Payment of the principal of and interest on the Securities of
     such series will be made at the office or agency of the Company maintained
     for such purposes in the City of Louisville, Kentucky; provided, however,
     that at the option of the Company payment of interest may be made by check
     mailed to the address of the Person entitled thereto as such address shall
     appear in the Security Register.

          6.   The Securities of such series will not be redeemable at the
     option of the Company.

          7.   The Company shall not be obligated to redeem or purchase the
     Securities of such series pursuant to any sinking fund or analogous
     provision, or at the option of any Holder thereof.

          8.   The Securities of such series shall be issued in the form of one
     or more permanent Global Securities registered in the name of The
     Depository Trust Company or its nominee.

          9.   The Trustee shall act as paying agent with respect to the
     Securities of such series.

          10.  The Securities of such series shall be in such form or forms as
     may be approved by the officers of the Company as provided in the Board
     Resolutions, such approval to be evidenced by such officers' manual or
     facsimile signatures on the Securities of such series, provided that such
     form or forms of the Securities are not inconsistent with the requirements
     of the Indenture or the Board Resolutions.


                                   *  *  *  *


                                       -2-
<PAGE>

          IN WITNESS WHEREOF, we have hereunto signed our names as of this 9th
day of October, 1996.


                                   /s/ Peter B. McKee
                                   -----------------------------------
                                   Name:     Peter B. McKee
                                   Title:    Chief Financial Officer



                                   /s/ Leonard G. Kuhr
                                   -----------------------------------
                                   Name:     Leonard G. Kuhr
                                   Title:    Corporate Vice President and
                                             Treasurer


                                       -3-
<PAGE>

                             ALLEGIANCE CORPORATION


                       CERTIFICATE OF AUTHORIZED OFFICERS


          The undersigned, pursuant to resolutions adopted by the Board of
Directors of Allegiance Corporation, a Delaware corporation (the "Company"), on
September 16, 1996 (the "Board Resolutions"), hereby certify that there is
hereby approved and established pursuant to Section 301 of the Indenture, dated
as of October 1, 1996 (the "Indenture"), among the Company, as issuer, and PNC
Bank, Kentucky, Inc., as trustee (the "Trustee"), a series of Securities of the
Company under the Indenture whose terms shall be as follows (capitalized terms
used but not defined herein have the meanings ascribed thereto in the
Indenture):

          1.   The Securities of such series shall be known and designated as
     the "7.80% Debentures due October 15, 2016 of the Company.

          2.   The aggregate principal amount of the Securities of such series
     which may be authenticated and delivered under the Indenture is limited to
     $150,000,000 (except for Securities of such series authenticated and
     delivered upon registration of transfer of, or in exchange for, or in lieu
     of, other Securities of such series pursuant to Section 304, 305, 306, 906
     or 1107 of the Indenture and except for Securities which, pursuant to
     Section 303 of the Indenture, are deemed never to have been authenticated
     and delivered thereunder).

          3.   The Stated Maturity of the principal of the Securities of such
     series shall be October 15, 2016.

          4.   The Securities of such series shall bear interest at the rate of
     7.80% per annum, which will accrue from October 15 , 1996, or from the most
     recent Interest Payment Date to which interest has been paid or duly
     provided for, as the case may be, payable semi-annually on April 15 and
     October 15 in each year, commencing April 15, 1997, to the Person in whose
     name such Securities of such series (or one or more Predecessor Securities)
     are registered at the close


                                       -1-
<PAGE>

     of business on the Regular Record Date next preceding the Interest Payment
     Date.  Each April 15 and October 15 shall be an "Interest Payment Date" for
     such Securities of such series, and the March 31 and September 30 (whether
     or not a Business Day), as the case may be, next preceding an Interest
     Payment shall be the "Regular Record Date" for the interest payable on such
     Interest Payment Date.

          5.   Payment of the principal of and interest on the Securities of
     such series will be made at the office or agency of the Company maintained
     for such purposes in the City of Louisville, Kentucky; provided, however,
     that at the option of the Company payment of interest may be made by check
     mailed to the address of the Person entitled thereto as such address shall
     appear in the Security Register.

          6.   The Securities of such series will not be redeemable at the
     option of the Company.

          7.   The Company shall not be obligated to redeem or purchase the
     Securities of such series pursuant to any sinking fund or analogous
     provision, or at the option of any Holder thereof.

          8.   The Securities of such series shall be issued in the form of one
     or more permanent Global Securities registered in the name of The
     Depository Trust Company or its nominee.

          9.   The Trustee shall act as paying agent with respect to the
     Securities of such series.

          10.  The Securities of such series shall be in such form or forms as
     may be approved by the officers of the Company as provided in the Board
     Resolutions, such approval to be evidenced by such officers' manual or
     facsimile signatures on the Securities of such series, provided that such
     form or forms of the Securities are not inconsistent with the requirements
     of the Indenture or the Board Resolutions.


                                   *  *  *  *


                                       -2-
<PAGE>

          IN WITNESS WHEREOF, we have hereunto signed our names as of this 9th
day of October, 1996.


                                   /s/ Peter B. McKee
                                   -----------------------------------
                                   Name:     Peter B. McKee
                                   Title:    Chief Financial Officer



                                   /s/ Leonard G. Kuhr
                                   -----------------------------------
                                   Name:     Leonard G. Kuhr
                                   Title:    Corporate Vice President and
                                             Treasurer


                                       -3-
<PAGE>

                             ALLEGIANCE CORPORATION


                       CERTIFICATE OF AUTHORIZED OFFICERS


          The undersigned, pursuant to resolutions adopted by the Board of
Directors of Allegiance Corporation, a Delaware corporation (the "Company"), on
September 16, 1996 (the "Board Resolutions"), hereby certify that there is
hereby approved and established pursuant to Section 301 of the Indenture, dated
as of October 1, 1996 (the "Indenture"), among the Company, as issuer, and PNC
Bank, Kentucky, Inc., as trustee (the "Trustee"), a series of Securities of the
Company under the Indenture whose terms shall be as follows (capitalized terms
used but not defined herein have the meanings ascribed thereto in the
Indenture):

          1.   The Securities of such series shall be known and designated as
     the "7.00% Debentures due October 15, 2026" of the Company.

          2.   The aggregate principal amount of the Securities of such series
     which may be authenticated and delivered under the Indenture is limited to
     $200,000,000 (except for Securities of such series authenticated and
     delivered upon registration of transfer of, or in exchange for, or in lieu
     of, other Securities of such series pursuant to Section 304, 305, 306, 906
     or 1107 of the Indenture and except for Securities which, pursuant to
     Section 303 of the Indenture, are deemed never to have been authenticated
     and delivered thereunder).

          3.   The Stated Maturity of the principal of the Securities of such
     series shall be October 15, 2026.

          4.   The Securities of such series shall bear interest at the rate of
     7.00% per annum, which will accrue from October 15, 1996, or from the most
     recent Interest Payment Date to which interest has been paid or duly
     provided for, as the case may be, payable semi-annually on April 15 and
     October 15 in each year, commencing April 15, 1997, to the Person in whose
     name such Securities of such series (or one or more Predecessor Securities)
     are registered at the close of business on the Regular Record Date next
     preceding the


                                       -4-
<PAGE>

     Interest Payment Date.  Each April 15 and October 15 shall be an "Interest
     Payment Date" for such Securities of such series, and the March 31 and
     September 30 (whether or not a Business Day), as the case may be, next
     preceding an Interest Payment shall be the "Regular Record Date" for the
     interest payable on such Interest Payment Date.

          5.   Payment of the principal of and interest on the Securities of
     such series will be made at the office or agency of the Company maintained
     for such purposes in the City of Louisville, Kentucky; provided, however,
     that at the option of the Company payment of interest may be made by check
     mailed to the address of the Person entitled thereto as such address shall
     appear in the Security Register.

          6.   The Securities of such series will not be redeemable at the
     option of the Company.

          7.   The Company shall not be obligated to redeem or purchase the
     Securities of such series pursuant to any sinking fund or analogous
     provision, or at the option of any Holder thereof, except that any Holder
     of a Security of this series may elect to have that Security, or any
     portion of the principal amount thereof that is a multiple of $1,000,
     repaid on October 15, 2003 at 100% of the principal amount thereof,
     together with accrued interest to October 15, 2003. In order for the Holder
     to exercise this option, the Company must receive at its office or agency
     in Louisville, Kentucky, during the period beginning on August 15, 2003 and
     ending at 5:00 p.m. (New York City time) on September 15, 2003, this
     Security with the form "Option to Elect Repayment on October 15, 2003" duly
     completed.  Any such notice received by the Company during the period
     beginning on August 15, 2003, and ending at 5:00 p.m. (New York City time)
     on September 15, 2003 (or, if September 15, 2003 is not a Business Day, the
     next succeeding Business Day) shall be irrevocable.

          8.   The Securities of such series shall be issued in the form of one
     or more permanent Global Securities registered in the name of The
     Depository Trust Company or its nominee.

          9.   The Trustee shall act as paying agent with respect to the
     Securities of such series.

          10.  The Securities of such series shall be in such form or forms as
     may be approved by the officers of the Company as provided in the Board
     Resolutions, such approval to be evidenced by such officers' manual or
     facsimile signatures on the Securities of such series, provided that such
     form or forms of the Securities are not inconsistent


                                       -5-
<PAGE>

     with the requirements of the Indenture or the Board Resolutions.


                                   *  *  *  *


                                       -6-
<PAGE>

          IN WITNESS WHEREOF, we have hereunto signed our names as of this 9th
day of October, 1996.


                                   /s/ Peter B. McKee
                                   -----------------------------------
                                   Name:     Peter B. McKee
                                   Title:    Chief Financial Officer



                                   /s/ Leonard G. Kuhr
                                   -----------------------------------
                                   Name:     Leonard G. Kuhr
                                   Title:    Corporate Vice President and
                                             Treasurer


                                       -7-
