

<PAGE>

                       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, 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 "_____% Notes due __________" of the Company.

          2.   The aggregate principal amount of Securities of such series which
     may be authenticated and delivered under the Indenture is limited to
     $__________ (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 __________, _____.

          4.   The Securities of such series shall bear interest at the rate of
     _____% per annum, which will accrue from __________, _____, 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 __________ and
     __________ in each year, commencing __________, 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 Interest Payment Date.  Each __________ and __________ shall
     be an "Interest Payment Date" for such Securities of such series, and the
     __________ and

                                       -1-

<PAGE>

     __________ (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 of agency of the Company maintained
     for such purposes in the City of __________, __________; 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 __________ or
     its nominee, to be deposited with, or on behalf of __________.

          9.   __________ 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
_____th day of __________, 1996.


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


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

                                       -3-

<PAGE>

                       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, 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 "_____% Debentures due __________" of the Company.

          2.   The aggregate principal amount of Securities of such series which
     may be authenticated and delivered under the Indenture is limited to
     $__________ (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 __________, _____.

          4.   The Securities of such series shall bear interest at the rate of
     _____% per annum, which will accrue from __________, _____, 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 __________ and
     __________ in each year, commencing __________, 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 Interest Payment Date.  Each __________ and __________ shall
     be an "Interest Payment Date" for such Securities of such series, and the
     __________ and

                                       -4-

<PAGE>

     __________ (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 of agency of the Company maintained
     for such purposes in the City of __________, __________; 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 __________ or
     its nominee, to be deposited with, or on behalf of __________.

          9.   __________ 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.

                                       -5-

<PAGE>

          IN WITNESS WHEREOF, we have hereunto signed our names as of this
_____th day of __________, 1996.


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


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

                                       -6-

<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, 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 "_____% Debentures due __________" 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
     $__________ (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 ____________, _____.

          4.   The Securities of such series shall bear interest at the rate of
     _____% per annum, which will accrue from __________, _____, 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 __________ and
     __________ in each year, commencing __________, to the Person in whose name
     such Securities of such series (or one more Predecessor Securities) are 
     registered at the close of business on the Regular Record Date next 
     preceding

                                       -7-

<PAGE>

     the Interest Payment Date.  Each __________ and __________ shall be an
     "Interest Payment Date" for such Securities of such series, and the
     __________ and __________ (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 __________, __________; 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 Securities 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 __________ at 100% of the principal amount thereof, together with
     accrued interest to __________.  Such election, which is irrevocable when
     made, must be made within the period commencing on __________ and ending at
     the close of business on _______________.

          8.   The Securities of such series shall be issued in the form of one
     or more permanent Global Securities registered in the name of _____________
     or its nominee, to be deposited with, or on behalf of _______________.

          9.   ____________ 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.

                                       -8-

<PAGE>

          IN WITNESS WHEREOF, we have hereunto signed our names as of this ___th
day of _____________, 1996.


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



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

                                       -9-

