$850,000,000
  
  
                           CREDIT AGREEMENT
  
  
                              dated as of
  
  
                           November 6, 1995
  
  
  
                                 among
  
  
                  Central and South West Corporation,
  
  
                        The Banks Listed Herein
  
                                  and
  
                      Union Bank of Switzerland,
                               as Agent
  
                                         
                                   
                            Citibank, N.A.
                             Credit Suisse
                       Union Bank of Switzerland
                Co-Arrangers and Syndication Co-Agents
  
                             Credit Suisse
                            Documentation Agent
<PAGE>
                           TABLE OF CONTENTS
  
  
  Page
  
                               ARTICLE 1
  
                              DEFINITIONS
  
         1.1.   Definitions. . . . . . . . . . . . . . . . . . . . .  1
         1.2.   Accounting Terms and Determinations. . . . . . . . . 12
         1.3.   Types of Borrowings. . . . . . . . . . . . . . . . . 12
  
                               ARTICLE 2
  
                              THE CREDITS
  
         2.1.   Commitments. . . . . . . . . . . . . . . . . . . . . 13
         2.2.   Loans. . . . . . . . . . . . . . . . . . . . . . . . 13
         2.3.   Notice of Borrowing. . . . . . . . . . . . . . . . . 13
         2.4.   Notice to Banks; Funding of Loans. . . . . . . . . . 13
         2.5.   Notes. . . . . . . . . . . . . . . . . . . . . . . . 14
         2.6.   Maturity of Loans. . . . . . . . . . . . . . . . . . 15
         2.7.   Interest Rates . . . . . . . . . . . . . . . . . . . 15
         2.8.   Fees . . . . . . . . . . . . . . . . . . . . . . . . 18
         2.9.   Termination and Reduction of Commitments . . . . . . 18
         2.10.  Method of Electing Interest Rates. . . . . . . . . . 19
         2.11.  Optional Prepayments . . . . . . . . . . . . . . . . 21
         2.12.  General Provisions as to Payments. . . . . . . . . . 21
         2.13.  Funding Losses . . . . . . . . . . . . . . . . . . . 22
         2.14.  Computation of Interest and Fees . . . . . . . . . . 22
         2.15.  Regulation D Compensation. . . . . . . . . . . . . . 23
  
                               ARTICLE 3
  
                              CONDITIONS
  
         3.1.   Initial Funding. . . . . . . . . . . . . . . . . . . 24
         3.2.   Borrowings . . . . . . . . . . . . . . . . . . . . . 25
  
                               ARTICLE 4
  
                    REPRESENTATIONS AND WARRANTIES
  
         4.1.   Corporate Existence and Power. . . . . . . . . . . . 25
         4.2.   Corporate and Governmental Authorization;
                   No Contravention. . . . . . . . . . . . . . . . . 25
         4.3.   Binding Effect . . . . . . . . . . . . . . . . . . . 26
         4.4.   Financial Information. . . . . . . . . . . . . . . . 26
         4.5.   Litigation . . . . . . . . . . . . . . . . . . . . . 27
         4.6.   Compliance with ERISA. . . . . . . . . . . . . . . . 27
         4.7.   Environmental Matters. . . . . . . . . . . . . . . . 28
         4.8.   Taxes. . . . . . . . . . . . . . . . . . . . . . . . 28
         4.9.   Subsidiaries . . . . . . . . . . . . . . . . . . . . 28
         4.10.  Full Disclosure. . . . . . . . . . . . . . . . . . . 29
         4.11.  No Defaults. . . . . . . . . . . . . . . . . . . . . 29
  
                               ARTICLE 5
  
                               COVENANTS
         5.1.   Information. . . . . . . . . . . . . . . . . . . . . 29
         5.2.   Payment of Obligations . . . . . . . . . . . . . . . 31
         5.3.   Maintenance of Property; Insurance . . . . . . . . . 31
         5.4.   Conduct of Business and Maintenance of
                   Existence . . . . . . . . . . . . . . . . . . . . 31
         5.5.   Compliance with Laws . . . . . . . . . . . . . . . . 32
         5.6.   Inspection of Property, Books and Records. . . . . . 32
         5.7.   Use of Proceeds. . . . . . . . . . . . . . . . . . . 32
         5.8.   Negative Pledge. . . . . . . . . . . . . . . . . . . 33
         5.9.   Transactions with Affiliates . . . . . . . . . . . . 34
         5.10.  Sale of Material Subsidiaries. . . . . . . . . . . . 35
         5.11.  Prohibition of Fundamental Changes.. . . . . . . . . 35
         5.12.  Minimum Consolidated Net Worth . . . . . . . . . . . 35
         5.13.  Syndication. . . . . . . . . . . . . . . . . . . . . 35
  
                               ARTICLE 6
  
                               DEFAULTS
  
         6.1.   Events of Default. . . . . . . . . . . . . . . . . . 36
         6.2.   Notice of Default. . . . . . . . . . . . . . . . . . 38
  
                               ARTICLE 7
  
                               THE AGENT
  
         7.1.   Appointment and Authorization. . . . . . . . . . . . 38
         7.2.   Agent and Affiliates . . . . . . . . . . . . . . . . 39
         7.3.   Action by Agent. . . . . . . . . . . . . . . . . . . 39
         7.4.   Consultation with Experts. . . . . . . . . . . . . . 39
         7.5.   Liability of Agent . . . . . . . . . . . . . . . . . 39
         7.6.   Indemnification. . . . . . . . . . . . . . . . . . . 40
         7.7.   Credit Decision. . . . . . . . . . . . . . . . . . . 40
         7.8.   Successor Agent. . . . . . . . . . . . . . . . . . . 40
         7.9.   Agent's Fee. . . . . . . . . . . . . . . . . . . . . 41
         7.10.  Co-Arrangers, etc. . . . . . . . . . . . . . . . . . 41
  
                               ARTICLE 8
  
                        CHANGE IN CIRCUMSTANCES
  
         8.1.   Basis for Determining Interest Rate Inadequate 
                   or Unfair . . . . . . . . . . . . . . . . . . . . 41
         8.2.   Illegality . . . . . . . . . . . . . . . . . . . . . 42
         8.3.   Increased Cost and Reduced Return. . . . . . . . . . 42
         8.4.   Taxes. . . . . . . . . . . . . . . . . . . . . . . . 44
         8.5.   Base Rate Loans Substituted for Affected Fixed
                   Rate Loans. . . . . . . . . . . . . . . . . . . . 46
         8.6.   Replacement of Bank. . . . . . . . . . . . . . . . . 47
  
                               ARTICLE 9
  
                             MISCELLANEOUS
  
         9.1.   Notices. . . . . . . . . . . . . . . . . . . . . . . 49
         9.2.   No Waivers . . . . . . . . . . . . . . . . . . . . . 49
         9.3.   Expenses; Indemnification. . . . . . . . . . . . . . 50
         9.4.   Sharing of Set-Offs. . . . . . . . . . . . . . . . . 50
         9.5.   Amendments and Waivers . . . . . . . . . . . . . . . 51
         9.6.   Successors and Assigns . . . . . . . . . . . . . . . 51
         9.7.   Collateral . . . . . . . . . . . . . . . . . . . . . 53
         9.8.   Governing Law; Submission to Jurisdiction. . . . . . 53
         9.9.   Counterparts; Integration; Effectiveness . . . . . . 53
         9.10.  WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . 54
  
  
         EXHIBIT A - Note
         EXHIBIT B - Opinion of Special Counsel for the Borrower
         EXHIBIT C - Opinion of Special Counsel for the Agent and 
                       the Co-Arrangers
         EXHIBIT D - Assignment and Assumption Agreement
 <PAGE>
  
              AGREEMENT dated as of November 6, 1995 among CENTRAL
  AND SOUTH WEST CORPORATION, the BANKS listed on the
  signature pages hereof and UNION BANK OF SWITZERLAND, as
  Agent.
  
              The parties hereto agree as follows: 
  
  
                               ARTICLE 1
  
                              DEFINITIONS
  
  
              SECTION 1.1.  Definitions.  The following terms, as
  used herein, have the following meanings: 
  
              "Adjusted CD Rate" has the meaning set forth in
  Section 2.7(b).
  
              "Administrative Questionnaire" means, with respect
  to each Bank, an administrative questionnaire in the form
  prepared by the Agent and submitted to the Agent (with a
  copy to the Borrower) duly completed by such Bank.
  
              "Affiliate" means (i) any Person that directly, or
  indirectly through one or more intermediaries, controls the
  Borrower (a "Controlling Person") or (ii) any Person (other
  than the Borrower or a Subsidiary) which is controlled by or
  is under common control with a Controlling Person.  As used
  herein, the term "control" means possession, directly or
  indirectly, of the power to direct or cause the direction of
  the management or policies of a Person, whether through the
  ownership of voting securities, by contract or otherwise. 
  Notwithstanding the foregoing, no individual shall be an
  Affiliate solely by reason of his or her being a director,
  officer or employee of the Borrower or any of its
  Subsidiaries.
  
              "Agent" means Union Bank of Switzerland, in its
  capacity as administrative agent for the Banks hereunder,
  and its successors in such capacity.
  
              "Announcement Date" means the date of the press
  release or other public announcement by or on behalf of
  Bidco of the Offer.
  
              "Applicable Lending Office" means, with respect to
  any Bank, (i) in the case of its Domestic Loans, its
  Domestic Lending Office and (ii) in the case of its
  Euro-Dollar Loans, its Euro-Dollar Lending Office.
  
              "Assessment Rate" has the meaning set forth in
  Section 2.7(b).
  
              "Assignee" has the meaning set forth in
  Section 9.6(c).
  
              "Availability Period" means the period commencing on
  and including the Effective Date and ending on and including
  the earlier of (i) the 180th day after the Announcement Date
  and (ii) July 2, 1996.
  
              "Bank" means each bank listed on the signature pages
  hereof, each Replacement Bank which becomes a Bank pursuant
  to Section 8.6, each Assignee which becomes a Bank pursuant
  to Section 9.6(c), and their respective successors.
  
              "Base Rate" means, for any day, a rate per annum
  equal to the higher of (i) the Prime Rate for such day
  and (ii) the sum of 1/2 of 1% plus the Federal Funds Rate
  for such day.
  
              "Base Rate Loan" means (i) a Loan which bears
  interest at the Base Rate pursuant to the applicable Notice
  of Borrowing or Notice of Interest Rate Election or the
  provisions of Article 8 or (ii) an overdue amount which was
  a Base Rate Loan immediately before it became overdue.
  
              "Benefit Arrangement" means at any time an employee
  benefit plan within the meaning of Section 3(3) of ERISA
  which is not a Plan or a Multiemployer Plan and which is
  maintained or otherwise contributed to by any member of the
  ERISA Group.
  
              "Bidco" means CSW (UK) plc, a limited company
  incorporated in England and Wales.
  
              "Bidding Agreement" has the meaning set forth in the
  Facility Agreement.
  
              "Borrower" means Central and South West Corporation,
  a Delaware corporation, and its successors.
  
              "Borrower's 1994 Form 10-K" means the Borrower's
  annual report on Form 10-K for 1994, as filed with the
  Commission pursuant to the Securities Exchange Act of 1934.
  
              "Borrower's Latest Form 10-Q" means the Borrower's
  quarterly report on Form 10-Q for the quarter ended June 30,
  1995, as filed with the Commission pursuant to the
  Securities Exchange Act of 1934.
  
              "Borrowing" has the meaning set forth in
  Section 1.3.
  
              "CD Base Rate" has the meaning set forth in
  Section 2.7(b).
  
              "CD Loan" means (i) a Loan which bears interest at a
  CD Rate pursuant to the applicable Notice of Borrowing or
  Notice of Interest Rate Election or (ii) an overdue amount
  which was a CD Loan immediately before it became overdue.
  
              "CD Margin" means a rate per annum determined in
  accordance with the Pricing Schedule.
  
              "CD Rate" means a rate of interest determined
  pursuant to Section 2.7(b) on the basis of an Adjusted
  CD Rate.
  
              "CD Reference Banks" means the principal New York
  offices of Citibank, N.A., Credit Suisse and Union Bank of
  Switzerland.
  
              "Closing Date" means each date on or after the
  Effective Date on which Loans are made to the Borrower
  pursuant to a Notice of Borrowing.
  
              "Co-Arrangers" means Citibank, N.A., Credit Suisse
  and Union Bank of Switzerland, in their respective
  capacities as co-arrangers of the credit facility hereunder.
  
              "Commission" means the Securities and Exchange
  Commission, or any entity succeeding to its responsibilities
  under the Public Utility Holding Company Act of 1935, as
  amended.
  
              "Commitment" means, with respect to each Bank, the
  amount set forth opposite the name of such Bank on the
  signature pages hereof, as such amount may be reduced from
  time to time pursuant to Section 2.9.
  
              "Confidential Information Memorandum" has the
  meaning set forth in Section 5.13.
  
              "Consolidated Subsidiary" means at any date any
  Subsidiary or other entity the accounts of which would be
  consolidated with those of the Borrower in its consolidated
  financial statements if such statements were prepared as of
  such date.
  
              "Consolidated Net Worth" means at any date the
  consolidated common stock equity of the Borrower and its
  Consolidated Subsidiaries determined as of such date.
  
              "Debt" of any Person means at any date, without
  duplication, (i) all obligations of such Person for borrowed
  money, (ii) all obligations of such Person evidenced by
  bonds, debentures, notes or other similar instruments,
  (iii) all obligations of such Person to pay the deferred
  purchase price of property or services, except trade
  accounts payable arising in the ordinary course of business,
  (iv) all obligations of such Person as lessee which are
  capitalized in accordance with generally accepted accounting
  principles, (v) all non-contingent obligations (and, for
  purposes of Section 5.8 and the definition of Material Debt,
  all contingent obligations) of such Person to reimburse any
  bank or other Person in respect of amounts paid under a
  letter of credit or similar instrument, (vi) all Debt
  secured by a Lien on any asset of such Person, whether or
  not such Debt is otherwise an obligation of such Person
  and (vii) all Debt of others Guaranteed by such Person.
  
              "Default" means any condition or event which
  constitutes an Event of Default or which with the giving of
  notice or lapse of time or both would, unless cured or
  waived, become an Event of Default.
  
              "Derivatives Obligations" of any Person means all
  obligations of such Person in respect of any rate swap
  transaction, basis swap, forward rate transaction, forward
  purchase, commodity swap, commodity option, equity or equity
  index swap, equity or equity index option, bond option,
  interest rate option, foreign exchange transaction, cap
  transaction, floor transaction, collar transaction, currency
  swap transaction, cross-currency rate swap transaction,
  currency option or any other similar transaction (including
  any option with respect to any of the foregoing
  transactions) or any combination of the foregoing
  transactions.
  
              "Documentation Agent" means Credit Suisse, in its
  capacity as documentation agent of the credit facility
  hereunder.
  
              "Domestic Business Day" means any day except a
  Saturday, Sunday or other day on which commercial banks in
  New York City are authorized by law to close.
  
              "Domestic Lending Office" means, as to each Bank,
  its office located at its address set forth in its
  Administrative Questionnaire (or identified in its
  Administrative Questionnaire as its Domestic Lending Office)
  or such other office as such Bank may hereafter designate as
  its Domestic Lending Office by notice to the Borrower and
  the Agent; provided that any Bank may so designate separate
  Domestic Lending Offices for its Base Rate Loans, on the one
  hand, and its CD Loans, on the other hand, in which case all
  references herein to the Domestic Lending Office of such
  Bank shall be deemed to refer to either or both of such
  offices, as the context may require.
  
              "Domestic Loans" means CD Loans or Base Rate Loans
  or both.
  
              "Domestic Reserve Percentage" has the meaning set
  forth in Section 2.7(b).
  
              "Effective Date" means the date this Agreement
  becomes effective in accordance with Section 9.9.
  
              "Environmental Laws" means any and all federal,
  state, local and foreign statutes, laws, judicial decisions,
  regulations, ordinances, rules, judgments, orders, decrees,
  plans, injunctions, permits, concessions, grants,
  franchises, licenses, agreements and other governmental
  restrictions relating to the environment, the effect of the
  environment on human health or to emissions, discharges or
  releases of pollutants, contaminants, Hazardous Substances
  or wastes into the environment including, without
  limitation, ambient air, surface water, ground water, or
  land, or otherwise relating to the manufacture, processing,
  distribution, use, treatment, storage, disposal, transport
  or handling of pollutants, contaminants, Hazardous
  Substances or wastes or the clean-up or other remediation
  thereof, in each case as in effect and applicable to the
  Borrower and its Subsidiaries at the time the representation
  in Section 4.7 is made or compliance with Section 5.5 is
  determined.
  
              "ERISA" means the Employee Retirement Income
  Security Act of 1974, as amended, or any successor statute.
  
              "ERISA Group" means the Borrower, any Subsidiary and
  all members of a controlled group of corporations and all
  trades or businesses (whether or not incorporated) under
  common control which, together with the Borrower or any
  Subsidiary, are treated as a single employer under
  Section 414 of the Internal Revenue Code.
  
              "Euro-Dollar Business Day" means any Domestic
  Business Day on which commercial banks are open for
  international business (including dealings in dollar
  deposits) in London.
  
              "Euro-Dollar Lending Office" means, as to each Bank,
  its office, branch or affiliate located at its address set
  forth in its Administrative Questionnaire (or identified in
  its Administrative Questionnaire as its Euro-Dollar Lending
  Office) or such other office, branch or affiliate of such
  Bank as it may hereafter designate as its Euro-Dollar
  Lending Office by notice to the Borrower and the Agent.
  
              "Euro-Dollar Loan" means (i) a Loan which bears
  interest at a Euro-Dollar Rate pursuant to the applicable
  Notice of Borrowing or Notice of Interest Rate Election or
  (ii) an overdue amount which was a Euro-Dollar Loan
  immediately before it became overdue.
  
              "Euro-Dollar Margin" means a rate per annum
  determined in accordance with the Pricing Schedule.
  
              "Euro-Dollar Rate" means a rate of interest
  determined pursuant to Section 2.7(c) on the basis of a
  London Interbank Offered Rate.
  
              "Euro-Dollar Reference Banks" means the principal
  London offices of Citibank, N.A., Credit Suisse and Union
  Bank of Switzerland.
  
              "Euro-Dollar Reserve Percentage" has the meaning set
  forth in Section 2.15.
  
              "Event of Default" has the meaning set forth in
  Section 6.1.
  
              "Facility Agreement" means the Facility Agreement
  dated on or about November 6, 1995, between Bidco, the
  Arrangers and Original Banks named therein and Credit
  Suisse, as Facility and Security Agent, as amended,
  supplemented or otherwise modified from time to time.
  
              "Federal Funds Rate" means, for any day, the rate
  per annum (rounded upward, if necessary, to the nearest
  1/100th of 1%) equal to the weighted average of the rates on
  overnight Federal funds transactions with members of the
  Federal Reserve System arranged by Federal funds brokers on
  such day, as published by the Federal Reserve Bank of New
  York on the Domestic Business Day next succeeding such day;
  provided that (i) if such day is not a Domestic Business
  Day, the Federal Funds Rate for such day shall be such rate
  on such transactions on the next preceding Domestic Business
  Day as so published on the next succeeding Domestic Business
  Day, and (ii) if no such rate is so published on such next
  succeeding Domestic Business Day, the Federal Funds Rate for
  such day shall be the average rate quoted to Union Bank of
  Switzerland on such day on such transactions as determined
  by the Agent.
  
              "Fixed Rate Loans" means CD Loans or Euro-Dollar
  Loans or any combination of the foregoing.
  
              "Group of Loans" means at any time a group of Loans
  consisting of (i) all Loans which are Base Rate Loans at
  such time, (ii) all Euro-Dollar Loans having the same
  Interest Period at such time or (iii) all CD Loans having
  the same Interest Period at such time, provided that, if a
  Loan of any particular Bank is converted to or made as a
  Base Rate Loan pursuant to Article 8, such Loan shall be
  included in the same Group or Groups of Loans from time to
  time as it would have been in if it had not been so
  converted or made.
  
              "Guarantee" by any Person means any obligation,
  contingent or otherwise, of such Person directly or
  indirectly guaranteeing any Debt of any other Person and,
  without limiting the generality of the foregoing, any
  obligation, direct or indirect, contingent or otherwise, of
  such Person (i) to purchase or pay (or advance or supply
  funds for the purchase or payment of) such Debt (whether
  arising by virtue of partnership arrangements, by agreement
  to keep-well, to purchase assets, goods, securities or
  services, to take-or-pay, or to maintain financial statement
  conditions or otherwise) or (ii) entered into for the
  purpose of assuring in any other manner the holder of such
  Debt of the payment thereof or to protect such holder
  against loss in respect thereof (in whole or in part);
  provided that the term Guarantee shall not include
  endorsements for collection or deposit in the ordinary
  course of business.  The term "Guarantee" used as a verb has
  a corresponding meaning.
  
              "Hazardous Substances" means any toxic, radioactive,
  caustic or otherwise hazardous substance, including
  petroleum, its derivatives, by-products and other
  hydrocarbons, or any substance having any constituent
  elements displaying any of the foregoing characteristics.
  
              "Indemnitee" has the meaning set forth in
  Section 9.3(b).
  
              "Initial Funding Date" means the first Closing Date.
  
              "Interest Period" means:  (1) with respect to each
  Euro-Dollar Loan, the period commencing on the date of
  borrowing specified in the applicable Notice of Borrowing or
  on the date specified in the applicable Notice of Interest
  Rate Election and ending one, two, three or six months
  thereafter, as the Borrower may elect in the applicable
  notice; provided that:
  
              (a)  any Interest Period which would otherwise end
           on a day which is not a Euro-Dollar Business Day shall,
           subject to clause (c) below, be extended to the next
           succeeding Euro-Dollar Business Day unless such
           Euro-Dollar Business Day falls in another calendar month,
           in which case such Interest Period shall end on the next
           preceding Euro-Dollar Business Day;
  
              (b)  any Interest Period which begins on the last
           Euro-Dollar Business Day of a calendar month (or on a day
           for which there is no numerically corresponding day in
           the calendar month at the end of such Interest Period)
           shall, subject to clause (c) below, end on the last
           Euro-Dollar Business Day of a calendar month; and
  
              (c)  any Interest Period which would otherwise end
           after the Termination Date shall end on the Termination
           Date.
  
              (2)  with respect to each CD Loan, the period
  commencing on the date of borrowing specified in the
  applicable Notice of Borrowing or on the date specified in
  the applicable Notice of Interest Rate Election and ending
  30, 60, 90 or 180 days thereafter, as the Borrower may elect
  in the applicable notice; provided that:
  
              (a)  any Interest Period which would otherwise end
           on a day which is not a Domestic Business Day shall,
           subject to clause (b) below, be extended to the next
           succeeding Domestic Business Day; and
  
              (b)  any Interest Period which would otherwise end
           after the Termination Date shall end on the Termination
           Date.
  
              "Internal Revenue Code" means the Internal Revenue
  Code of 1986, as amended, or any successor statute.
  
              "Lien" means, with respect to any asset, any
  mortgage, lien, pledge, charge, security interest or
  encumbrance of any kind, or any other type of preferential
  arrangement that has the practical effect of creating a
  security interest, in respect of such asset.  For the
  purposes of this Agreement, the Borrower or any Subsidiary
  shall be deemed to own subject to a Lien any asset which it
  has acquired or holds subject to the interest of a vendor or
  lessor under any conditional sale agreement, capital lease
  or other title retention agreement relating to such asset.
  
              "Loan" means a Domestic Loan or a Euro-Dollar Loan
  and "Loans" means Domestic Loans, Euro-Dollar Loans or any
  combination thereof.
  
              "London Interbank Offered Rate" has the meaning set
  forth in Section 2.7(c).
  
              "Material Debt" means Debt (other than the Notes) of
  the Borrower and/or one or more of its Subsidiaries, arising
  in one or more related or unrelated transactions, in an
  aggregate principal or face amount exceeding $25,000,000.
  
              "Material Plan" means at any time a Plan or Plans
  having aggregate Unfunded Liabilities in excess of
  $25,000,000.
  
              "Material Subsidiary" means each Subsidiary which is
  a "public utility company" within the meaning of
  Section 2(a)(5) of the Public Utility Holding Company Act of
  1935.
  
              "Multiemployer Plan" means at any time an employee
  pension benefit plan within the meaning of
  Section 4001(a)(3) of ERISA (i) to which any member of the
  ERISA Group is then making or accruing an obligation to make
  contributions or has within the preceding five plan years
  made contributions, including for these purposes any Person
  which ceased to be a member of the ERISA Group during such
  five-year period and (ii) which is covered by Title IV of
  ERISA.
  
              "Notes" means promissory notes of the Borrower,
  substantially in the form of Exhibit A hereto, evidencing
  the obligation of the Borrower to repay the Loans, and
  "Note" means any one of such promissory notes issued
  hereunder.
  
              "Notice of Borrowing" has the meaning set forth in
  Section 2.3.
  
              "Notice of Interest Rate Election" has the meaning
  set forth in Section 2.11.
  
              "Offer" has the meaning set forth in the Facility
  Agreement.
  
              "Parent" means, with respect to any Bank, any Person
  controlling such Bank.
  
              "Participant" has the meaning set forth in
  Section 9.6(b).
  
              "PBGC" means the Pension Benefit Guaranty
  Corporation or any entity succeeding to any or all of its
  functions under ERISA.
  
              "Person" means an individual, a corporation, a
  partnership, an association, a trust or any other entity or
  organization, including a government or political
  subdivision or an agency or instrumentality thereof.
  
              "Plan" means at any time an employee pension benefit
  plan (other than a Multiemployer Plan) which is covered by
  Title IV of ERISA or subject to the minimum funding
  standards under Section 412 of the Internal Revenue Code and
  either (i) is maintained, or contributed to, by any member
  of the ERISA Group for employees of any member of the ERISA
  Group or (ii) has at any time within the preceding five
  years been maintained, or contributed to, by any Person
  which was at such time a member of the ERISA Group for
  employees of any Person which was at such time a member of
  the ERISA Group.
  
              "Pricing Schedule" means the Schedule attached
  hereto identified as such.
  
              "Prime Rate" means the rate of interest publicly
  announced by Union Bank of Switzerland in New York City from
  time to time as its Prime Rate.
  
              "Quarterly Date" means March 31, June 30, September
  30 and December 31.
  
              "Reference Banks" means the CD Reference Banks or
  the Euro-Dollar Reference Banks, as the context may require,
  and "Reference Bank" means any one of such Reference Banks.
  
              "Regulation U" means Regulation U of the Board of
  Governors of the Federal Reserve System, as in effect from
  time to time.
  
              "Replacement Bank" has the meaning set forth in
  Section 8.6.
  
              "Required Banks" means at any time Banks having more
  than 50% of the aggregate amount of the Commitments or, if
  the Commitments shall have been terminated, holding Notes
  evidencing more than 50% of the aggregate unpaid principal
  amount of the Loans.
  
              "SEC Authorization Date" means December 31, 1997,
  the outside maturity date for bank borrowings by the
  Borrower specified by the Commission in its order adopted
  pursuant to the Public Utility Holding Company Act of 1935,
  as amended (Release No. 35-26156; International Series
  Release No. 743; 70-8423), as such order may be amended from
  time to time, or such later outside maturity date as may be
  established for such purpose by order of the Commission, a
  copy of which order shall be furnished promptly to the
  Agent.
  
              "Subsidiary" means, as to any Person, any
  corporation or other entity of which securities or other
  ownership interests having ordinary voting power to elect a
  majority of the board of directors or other Persons
  performing similar functions are at the time directly or
  indirectly owned by such Person; unless otherwise specified,
  "Subsidiary" means a Subsidiary of the Borrower.
  
              "Syndication Co-Agents" means Citibank, N.A., Credit
  Suisse and Union Bank of Switzerland, in their respective
  capacities as syndication co-agents of the credit facility
  hereunder.
  
              "Target" means SEEBOARD plc, a public limited
  company incorporated in England and Wales.
  
              "Termination Date" means the earlier of (i) the
  fifth anniversary of the Initial Funding Date and (ii) the
  SEC Authorization Date, or, if any such day is not a Euro-
  Dollar Business Day, the next preceding Euro-Dollar Business
  Day.
  
              "Unfunded Liabilities" means, with respect to any
  Plan at any time, the amount (if any) by which (i) the value
  of all benefit liabilities (within the meaning of
  Section 4001(a)(16) of ERISA) under such Plan, determined on
  a plan termination basis using the assumptions prescribed by
  the PBGC for purposes of Section 4044 of ERISA, exceeds
  (ii) the fair market value of all Plan assets allocable to
  such liabilities under Title IV of ERISA (excluding any
  accrued but unpaid contributions), all determined as of the
  then most recent valuation date for such Plan, but only to
  the extent that such excess represents a potential liability
  of a member of the ERISA Group to the PBGC or any other
  Person under Title IV of ERISA.
  
              "United States" means the United States of America,
  including the States and the District of Columbia, but
  excluding its territories and possessions.
  
              SECTION 1.2.  Accounting Terms and Determinations. 
  Unless otherwise specified herein, all accounting terms used
  herein shall be interpreted, all accounting determinations
  hereunder shall be made, and all financial statements
  required to be delivered hereunder shall be prepared in
  accordance with generally accepted accounting principles as
  in effect from time to time, applied on a basis consistent
  (except for changes concurred in by the Borrower's
  independent public accountants) with the most recent audited
  consolidated financial statements of the Borrower and its
  Consolidated Subsidiaries delivered to the Banks; provided
  that, if the Borrower notifies the Agent that the Borrower
  wishes to amend any covenant in Article 5 to eliminate the
  effect of any change in generally accepted accounting
  principles on the operation of such covenant (or if the
  Agent notifies the Borrower that the Required Banks wish to
  amend Article 5 for such purpose), then the Borrower's
  compliance with such covenant shall be determined on the
  basis of generally accepted accounting principles in effect
  immediately before the relevant change in generally accepted
  accounting principles became effective, until either such
  notice is withdrawn or such covenant is amended in a manner
  satisfactory to the Borrower and the Required Banks.
  
              SECTION 1.3.  Types of Borrowings.  The term
  "Borrowing" denotes the aggregation of Loans of one or more
  Banks to be made to the Borrower pursuant to Article 2 on
  the same date, all of which Loans are of the same type
  (subject to Article 8) and, except in the case of Base Rate
  Loans, have the same initial Interest Period.  Borrowings
  are classified for purposes of this Agreement by reference
  to the pricing of Loans comprising such Borrowing (e.g., a
  "Fixed Rate Borrowing" is a Euro-Dollar Borrowing or a
  CD Borrowing and a "Euro-Dollar Borrowing" is a Borrowing
  comprised of Euro-Dollar Loans).
  
  
                               ARTICLE 2
  
                              THE CREDITS
  
  
              SECTION 2.1.  Commitments.  On the terms and subject
  to the conditions and relying upon the representations and
  warranties herein set forth each Bank agrees, severally and
  not jointly, to make Loans to the Borrower at any time and
  from time to time during the Availability Period in an
  aggregate principal amount not to exceed its Commitment.
  Amounts paid or prepaid in respect of the Loans may not be
  reborrowed.
  
              SECTION 2.2.  Loans.  Each Loan shall be made as
  part of a Borrowing consisting of Loans made by the Banks
  ratably in accordance with their respective Commitments;
  provided, however, that the failure of any Bank to make any
  Loan shall not relieve any other Bank of its obligation to
  lend hereunder (it being understood, however, that no Bank
  shall be responsible for the failure of any other Bank to
  make any Loan required to be made by such other Bank).
  
              SECTION 2.3.  Notice of Borrowing.  The Borrower
  shall give the Agent notice (a "Notice of Borrowing") not
  later than 12:00 Noon (New York City time) on (x) the date
  of each Base Rate Borrowing, (y) the second Domestic
  Business Day before each CD Borrowing and (z) the third
  Euro-Dollar Business Day before each Euro-Dollar Borrowing,
  specifying:
  
              (i)  the date of such Borrowing, which shall be a
           Domestic Business Day in the case of a Domestic Borrowing
           or a Euro-Dollar Business Day in the case of a
           Euro-Dollar Borrowing;
   
              (ii)   the aggregate amount of such Borrowing, which
           shall be $10,000,000 or a larger multiple of $1,000,000;
   
              (iii)  whether the Loans comprising such Borrowing
           are to bear interest initially at the Base Rate, a
           CD Rate or a Euro-Dollar Rate; and
   
              (iv)  in the case of a Fixed Rate Borrowing, the
           duration of the Interest Period applicable thereto,
           subject to the provisions of the definition of Interest
           Period.
  
              SECTION 2.4.  Notice to Banks; Funding of Loans. 
  (a)  Upon receipt of a Notice of Borrowing, the Agent shall
  promptly notify each Bank of the contents thereof and of
  such Bank's share of such Borrowing and such Notice of
  Borrowing shall not thereafter be revocable by the Borrower.
  
              (b)  Not later than 2:00 p.m. (New York City time)
  on the date of each Borrowing, each Bank shall make
  available its share of such Borrowing, in Federal or other
  funds immediately available in New York City, to the Agent
  at its address referred to in Section 9.1.  Unless the Agent
  determines that any applicable condition specified in
  Article 3 has not been satisfied, the Agent will make the
  funds so received from the Banks available to the Borrower
  at the Agent's aforesaid address.
  
              (c)  Unless the Agent shall have received notice
  from a Bank prior to the date of any Borrowing that such
  Bank will not make available to the Agent such Bank's share
  of such Borrowing, the Agent may assume that such Bank has
  made such share available to the Agent on the date of such
  Borrowing in accordance with subsection (b) of this
  Section and the Agent may, in reliance upon such assumption,
  make available to the Borrower on such date a corresponding
  amount.  If and to the extent that such Bank shall not have
  so made such share available to the Agent, such Bank and, to
  the extent such Bank has failed to do so within three
  Domestic Business Days of demand therefor by the Agent, the
  Borrower severally agree to repay to the Agent forthwith on
  demand such corresponding amount (together with interest
  thereon), for each day from the date such amount is made
  available to the Borrower until the date such amount is
  repaid to the Agent, at (i) in the case of the Borrower, a
  rate per annum equal to the higher of the Federal Funds Rate
  and the interest rate applicable thereto pursuant to
  Section 2.7 and (ii) in the case of such Bank, the Federal
  Funds Rate.  If such Bank shall repay to the Agent such
  corresponding amount, such amount so repaid shall constitute
  such Bank's Loan included in such Borrowing for purposes of
  this Agreement.  If the Borrower shall repay to the Agent
  such corresponding amount, such Bank's Loan included in such
  Borrowing shall be deemed not to have been made.  This
  subsection (c) shall not limit any right of the Borrower
  pursuant to Section 8.6.
  
              SECTION 2.5.  Notes.  (a)  The Loans of each Bank
  shall be evidenced by a single Note payable to the order of
  such Bank for the account of its Applicable Lending Office
  in an amount equal to the aggregate unpaid principal amount
  of such Bank's Loans.
  
              (b)  Each Bank may, by notice to the Borrower and
  the Agent, request that its Loans of a particular type be
  evidenced by a separate Note in an amount equal to the
  aggregate unpaid principal amount of such Loans.  Each such
  Note shall be in substantially the form of Exhibit A hereto
  with appropriate modifications to reflect the fact that it
  evidences solely Loans of the relevant type.  Each reference
  in this Agreement to the "Note" of such Bank shall be deemed
  to refer to and include any or all of such Notes, as the
  context may require.
  
              (c)  Upon receipt of each Bank's Note pursuant to
  Section 3.1(a), the Agent shall forward such Note to such
  Bank.  Each Bank shall record the date, amount and type of
  each Loan made by it and the date and amount of each payment
  of principal made by the Borrower with respect thereto, and
  may, if such Bank so elects in connection with any transfer
  or enforcement of its Note, endorse on the schedule forming
  a part thereof appropriate notations to evidence the
  foregoing information with respect to each such Loan then
  outstanding; provided that the failure of any Bank to make
  any such recordation or endorsement shall not affect the
  obligations of the Borrower hereunder or under the Notes. 
  Each Bank is hereby irrevocably authorized by the Borrower
  so to endorse its Note and to attach to and make a part of
  its Note a continuation of any such schedule as and when
  required.
  
              SECTION 2.6.  Maturity of Loans.  (a)  Each Loan
  shall mature, and the principal amount thereof shall be due
  and payable, together with accrued interest thereon, on the
  Termination Date.
  
              SECTION 2.7.  Interest Rates.  (a)  Each Base Rate
  Loan shall bear interest on the outstanding principal amount
  thereof, for each day from the date such Loan is made until
  it becomes due, at a rate per annum equal to the Base Rate
  for such day.  Such interest shall be payable quarterly in
  arrears on each Quarterly Date and, with respect to the
  principal amount of any Base Rate Loan converted to a
  CD Loan or a Euro-Dollar Loan, on each date a Base Rate Loan
  is so converted.  Any overdue principal of or interest on
  any Base Rate Loan shall bear interest, payable on demand,
  for each day until paid at a rate per annum equal to the sum
  of 2% plus the rate otherwise applicable to Base Rate Loans
  for such day.
  
              (b)  Each CD Loan shall bear interest on the
  outstanding principal amount thereof, for each day during
  each Interest Period applicable thereto, at a rate per annum
  equal to the sum of the CD Margin for such day plus the
  Adjusted CD Rate applicable to such Interest Period;
  provided that if any CD Loan shall, as a result of
  clause (2)(b) of the definition of Interest Period, have an
  Interest Period of less than 30 days, such CD Loan shall
  bear interest during such Interest Period at the rate
  applicable to Base Rate Loans during such period.  Such
  interest shall be payable for each Interest Period on the
  last day thereof and, if such Interest Period is longer than
  90 days, at intervals of 90 days after the first day
  thereof.  Any overdue principal of or interest on any
  CD Loan shall bear interest, payable on demand, for each day
  until paid at a rate per annum equal to the sum of 2% plus
  the higher of (i) the rate applicable to Base Rate Loans for
  such day and (ii) the sum of the CD Margin plus the Adjusted
  CD Rate applicable to such Loan at the date such payment was
  due.
  
              The "Adjusted CD Rate" applicable to any Interest
  Period means a rate per annum determined pursuant to the
  following formula:
  
                       [ CDBR       ]*
              ACDR  =  [ ---------- ]  + AR
                       [ 1.00 - DRP ]
  
              ACDR  =  Adjusted CD Rate
              CDBR  =  CD Base Rate
               DRP  =  Domestic Reserve Percentage
                AR  =  Assessment Rate
  
         __________
         *  The amount in brackets being rounded upward, if
         necessary, to the next higher 1/100 of 1%
  
              The "CD Base Rate" applicable to any Interest Period
  is the rate of interest determined by the Agent to be the
  average (rounded upward, if necessary, to the next higher
  1/100 of 1%) of the prevailing rates per annum bid at
  10:00 A.M. (New York City time) (or as soon thereafter as
  practicable) on the first day of such Interest Period by two
  or more New York certificate of deposit dealers of
  recognized standing for the purchase at face value from each
  CD Reference Bank of its certificates of deposit in an
  amount comparable to the principal amount of the CD Loan of
  such CD Reference Bank to which such Interest Period applies
  and having a maturity comparable to such Interest Period.
  
              "Domestic Reserve Percentage" means for any day that
  percentage (expressed as a decimal) which is in effect on
  such day, as prescribed by the Board of Governors of the
  Federal Reserve System (or any successor) for determining
  the maximum reserve requirement (including without
  limitation any basic, supplemental or emergency reserves)
  for a member bank of the Federal Reserve System in New York
  City with deposits exceeding five billion dollars in respect
  of new non-personal time deposits in dollars in New York
  City having a maturity comparable to the related Interest
  Period and in an amount of $100,000 or more.  The Adjusted
  CD Rate shall be adjusted automatically on and as of the
  effective date of any change in the Domestic Reserve
  Percentage.
  
              "Assessment Rate" means for any day the annual
  assessment rate in effect on such day which is payable by a
  member of the Bank Insurance Fund classified as adequately
  capitalized and within supervisory subgroup "A" (or a
  comparable successor assessment risk classification) within
  the meaning of 12 C.F.R. Section 327.4(a) (or any successor
  provision) to the Federal Deposit Insurance Corporation (or
  any successor) for such Corporation's (or such successor's)
  insuring time deposits at offices of such institution in the
  United States.  The Adjusted CD Rate shall be adjusted
  automatically on and as of the effective date of any change
  in the Assessment Rate.
  
              (c)  Each Euro-Dollar Loan shall bear interest on
  the outstanding principal amount thereof, for each day
  during each Interest Period applicable thereto, at a rate
  per annum equal to the sum of the Euro-Dollar Margin for
  such day plus the London Interbank Offered Rate applicable
  to such Interest Period.  Such interest shall be payable for
  each Interest Period on the last day thereof and, if such
  Interest Period is longer than three months, at intervals of
  three months after the first day thereof.
  
              The "London Interbank Offered Rate" applicable to
  any Interest Period means the average (rounded upward, if
  necessary, to the next higher 1/16 of 1%) of the respective
  rates per annum at which deposits in dollars are offered to
  each of the Euro-Dollar Reference Banks in the London
  interbank market at approximately 11:00 A.M. (London time)
  two Euro-Dollar Business Days before the first day of such
  Interest Period in an amount approximately equal to the
  principal amount of the Euro-Dollar Loan of such Euro-Dollar
  Reference Bank to which such Interest Period is to apply and
  for a period of time comparable to such Interest Period.
  
              (d)  Any overdue principal of or interest on any
  Euro-Dollar Loan shall bear interest, payable on demand, for
  each day until paid at a rate per annum equal to the higher
  of (i) the sum of 2% plus the Euro-Dollar Margin for such
  day plus the quotient obtained (rounded upward, if
  necessary, to the next higher 1/100 of 1%) by dividing
  (x) the average (rounded upward, if necessary, to the next
  higher 1/16 of 1%) of the respective rates per annum at
  which one day (or, if such amount due remains unpaid more
  than three Euro-Dollar Business Days, then for such other
  period of time not longer than three months as the Agent may
  select) deposits in dollars in an amount approximately equal
  to such overdue payment due to each of the Euro-Dollar
  Reference Banks are offered to such Euro-Dollar Reference
  Bank in the London interbank market for the applicable
  period determined as provided above by (y) 1.00 minus the
  Euro-Dollar Reserve Percentage (or, if the circumstances
  described in clause (a) or (b) of Section 8.1 shall exist,
  at a rate per annum equal to the sum of 2% plus the rate
  applicable to Base Rate Loans for such day) and (ii) the sum
  of 2% plus the Euro-Dollar Margin for such day plus the
  London Interbank Offered Rate applicable to such Loan at the
  date such payment was due.
  
              (e)  The Agent shall determine each interest rate
  applicable to the Loans hereunder.  The Agent shall give
  prompt notice to the Borrower and the participating Banks of
  each rate of interest so determined, and its determination
  thereof shall be conclusive in the absence of manifest
  error.
  
              (f)  Each Reference Bank agrees to use its best
  efforts to furnish quotations to the Agent as contemplated
  by this Section.  If any Reference Bank does not furnish a
  timely quotation, the Agent shall determine the relevant
  interest rate on the basis of the quotation or quotations
  furnished by the remaining Reference Bank or Banks or, if
  none of such quotations is available on a timely basis, the
  provisions of Section 8.1 shall apply.
  
              SECTION 2.8. Fees.  The Borrower shall pay to the
  Agent for the account of the Banks ratably a commitment fee
  of 0.30% per annum of the average daily unused amount of the
  Commitments from and including the date of this Agreement to
  but excluding the termination of the Commitments in their
  entirety.
  
              SECTION 2.9.  Termination and Reduction of
  Commitments.  (a)  The Commitments shall be automatically
  terminated in their entirety at 5:00 p.m., New York City
  time, on the last day of the Availability Period (without
  prejudice to any rights that the Borrower may have against
  any Bank who fails to lend as required hereunder prior to
  the date of termination of the Commitments).  Prior to the
  termination thereof in full, the Commitments shall be
  automatically permanently reduced on each Closing Date,
  immediately upon the funding of the Loans to be made on such
  Closing Date, by an amount equal to the aggregate principal
  amount of the Loans made on such date.
  
              (b)  The Borrower may, upon three Domestic Business
  Days' notice to the Agent, in whole permanently terminate,
  or from time to time in part permanently reduce, the
  Commitments; provided, however, that each partial reduction
  of the Commitments pursuant to this clause (b) shall be in
  an integral multiple of $1,000,000 and in a minimum
  principal amount of $25,000,000.
  
              (c)  Each reduction in the Commitments hereunder
  shall be made ratably among the Banks in accordance with
  their respective Commitments.  The Borrower shall pay to the
  Agent, for the account of the Banks, on each Closing Date
  and on the date of each other termination or reduction, the
  commitment fees on the amount of the Commitments so
  terminated or reduced accrued through the date of such
  termination or reduction.
  
              SECTION 2.10.  Method of Electing Interest Rates.
  (a)  The Loans included in each Borrowing shall bear
  interest initially at the type of rate specified by the
  Borrower in the applicable Notice of Borrowing.  Thereafter,
  the Borrower may from time to time elect to change or
  continue the type of interest rate borne by each Group of
  Loans (subject in each case to the provisions of Article 8),
  as follows:
  
              (i)  if such Loans are Base Rate Loans, the Borrower
           may elect to convert such Loans to CD Loans as of any
           Domestic Business Day or to Euro-Dollar Loans as of any
           Euro-Dollar Business Day;
  
              (ii)  if such Loans are CD Loans, the Borrower may
           elect to convert such Loans to Base Rate Loans or
           Euro-Dollar Loans or elect to continue such Loans as
           CD Loans for an additional Interest Period, subject to
           Section 2.13 in the case of any such conversion or
           continuation effective on any day other than the last day
           of the then current Interest Period applicable to such
           Loans; and
  
              (iii)  if such Loans are Euro-Dollar Loans, the
           Borrower may elect to convert such Loans to Base Rate
           Loans or CD Loans or elect to continue such Loans as
           Euro-Dollar Loans for an additional Interest Period,
           subject to Section 2.13 in the case of any such
           conversion or continuation effective on any day other
           than the last day of the then current Interest Period
           applicable to such Loans.
  
  Each such election shall be made by delivering a notice (a
  "Notice of Interest Rate Election") to the Agent not later
  than 10:30 A.M. (New York City time) on the third
  Euro-Dollar Business Day before the conversion or
  continuation selected in such notice is to be effective
  (unless the relevant Loans are to be converted to Domestic
  Loans of the other type or are CD Rate Loans to be continued
  as CD Rate Loans for an additional Interest Period, in which
  case such notice shall be delivered to the Agent not later
  than 10:30 A.M. (New York City time) on the second Domestic
  Business Day before such conversion or continuation is to be
  effective).  A Notice of Interest Rate Election may, if it
  so specifies, apply to only a portion of the aggregate
  principal amount of the relevant Group of Loans; provided
  that (i) such portion is allocated ratably among the Loans
  comprising such Group and (ii) the portion to which such
  Notice applies, and the remaining portion to which it does
  not apply, are each $25,000,000 (or, if such remaining
  portion is comprised of Base Rate Loans, $10,000,000) or any
  larger multiple of $1,000,000.
  
              (b)  Each Notice of Interest Rate Election shall
  specify:
  
              (i)  the Group of Loans (or portion thereof) to
           which such notice applies;
  
              (ii)  the date on which the conversion or
           continuation selected in such notice is to be effective,
           which shall comply with the applicable clause of
           subsection (a) above;
  
              (iii)  if the Loans comprising such Group are to be
           converted, the new type of Loans and, if the Loans being
           converted are to be Fixed Rate Loans, the duration of the
           next succeeding Interest Period applicable thereto; and
  
              (iv)  if such Loans are to be continued as CD Loans
           or Euro-Dollar Loans for an additional Interest Period,
           the duration of such additional Interest Period.
  
  Each Interest Period specified in a Notice of Interest Rate
  Election shall comply with the provisions of the definition
  of Interest Period.
  
              (c)  Upon receipt of a Notice of Interest Rate
  Election from the Borrower pursuant to subsection (a) above,
  the Agent shall promptly notify each Bank of the contents
  thereof and such notice shall not thereafter be revocable by
  the Borrower.
  
              (d)  An election by the Borrower to change or
  continue the rate of interest applicable to any Group of
  Loans pursuant to this Section shall not constitute a
  "Borrowing" subject to the provisions of Section 3.2.
  
              SECTION 2.11.  Optional Prepayments.  (a)  Subject
  in the case of any Fixed Rate Borrowing to Section 2.13, the
  Borrower may, upon at least one Domestic Business Day's
  notice to the Agent, prepay any Group of Domestic Loans or
  upon at least three Euro-Dollar Business Days' notice to the
  Agent, prepay any Group of Euro-Dollar Loans, in each case
  in whole at any time, or from time to time in part in
  amounts aggregating $25,000,000 or any larger multiple of
  $1,000,000, by paying the principal amount to be prepaid
  together with accrued interest thereon to the date of
  prepayment.  Each such optional prepayment shall be applied
  to prepay ratably the Loans of the Banks included in such
  Group.
  
              (b)  Upon receipt of a notice of prepayment pursuant
  to this Section, the Agent shall promptly notify each Bank
  of the contents thereof and of such Bank's ratable share (if
  any) of such prepayment and such notice shall not thereafter
  be revocable by the Borrower.
  
              SECTION 2.12.  General Provisions as to Payments. 
  (a)  The Borrower shall make each payment of principal of,
  and interest on, the Loans and of fees hereunder, not later
  than 2:00 p.m. (New York City time) on the date when due, in
  Federal or other funds immediately available in New York
  City, to the Agent at its address referred to in
  Section 9.1.  The Agent will promptly distribute to each
  Bank its ratable share of each such payment received by the
  Agent for the account of the Banks.  Whenever any payment of
  principal of, or interest on, the Domestic Loans or of fees
  shall be due on a day which is not a Domestic Business Day,
  the date for payment thereof shall be extended to the next
  succeeding Domestic Business Day.  Whenever any payment of
  principal of, or interest on, the Euro-Dollar Loans shall be
  due on a day which is not a Euro-Dollar Business Day, the
  date for payment thereof shall be extended to the next
  succeeding Euro-Dollar Business Day unless such Euro-Dollar
  Business Day falls in another calendar month, in which case
  the date for payment thereof shall be the next preceding
  Euro-Dollar Business Day.  If the date for any payment of
  principal is extended by operation of law or otherwise,
  interest thereon shall be payable for such extended time.
  
              (b)  Unless the Agent shall have received notice
  from the Borrower prior to the date on which any payment is
  due to the Banks hereunder that the Borrower will not make
  such payment in full, the Agent may assume that the Borrower
  has made such payment in full to the Agent on such date and
  the Agent may, in reliance upon such assumption, cause to be
  distributed to each Bank on such due date an amount equal to
  the amount then due such Bank.  If and to the extent that
  the Borrower shall not have so made such payment, each Bank
  shall repay to the Agent forthwith on demand such amount
  distributed to such Bank together with interest thereon, for
  each day from the date such amount is distributed to such
  Bank until the date such Bank repays such amount to the
  Agent, at the Federal Funds Rate.
  
              SECTION 2.13.  Funding Losses.  If the Borrower
  makes any payment of principal with respect to any Fixed
  Rate Loan or any Fixed Rate Loan is converted (pursuant to
  Article 2, 6 or 8 or otherwise) on any day other than the
  last day of an Interest Period applicable thereto, or the
  last day of an applicable period fixed pursuant to
  Section 2.7(d), or if the Borrower fails to borrow, convert
  or prepay any Fixed Rate Loans after notice has been given
  to any Bank in accordance with Section 2.4(a), 2.10(c) or
  2.11(b) the Borrower shall reimburse each Bank within
  15 days after demand for any resulting loss or expense
  incurred by it (or by an existing or prospective Participant
  in the related Loan), including (without limitation) any
  loss incurred in obtaining, liquidating or employing
  deposits from third parties, but excluding loss of margin
  for the period after any such payment or conversion or
  failure to borrow, convert or prepay, provided that such
  Bank shall have delivered to the Borrower a certificate as
  to the amount of such loss or expense, which certificate
  shall be conclusive in the absence of manifest error.
  
              SECTION 2.14.   Computation of Interest and Fees. 
  Interest based on the Prime Rate hereunder shall be computed
  on the basis of a year of 365 days (or 366 days in a leap
  year) and paid for the actual number of days elapsed
  (including the first day but excluding the last day).  All
  other interest and fees shall be computed on the basis of a
  year of 360 days and paid for the actual number of days
  elapsed (including the first day but excluding the last
  day).
  
              SECTION 2.15.  Regulation D Compensation.  For so
  long as any Bank maintains reserves against "Eurocurrency
  liabilities" (or any other category of liabilities which
  includes deposits by reference to which the interest rate on
  Euro-Dollar Loans is determined or any category of
  extensions of credit or other assets which includes loans by
  a non-United States office of such Bank to United States
  residents), and as a result the cost to such Bank (or its
  Euro-Dollar Lending Office) of making or maintaining its
  Euro-Dollar Loans is increased, then such Bank may require
  the Borrower to pay, contemporaneously with each payment of
  interest on the Euro-Dollar Loans, additional interest on
  the related Euro-Dollar Loan of such Bank at a rate per
  annum up to but not exceeding the excess of (i) (A) the
  applicable London Interbank Offered Rate divided by (B) one
  minus the Euro-Dollar Reserve Percentage over (ii) the
  applicable London Interbank Offered Rate.  Any Bank wishing
  to require payment of such additional interest (x) shall so
  notify the Borrower and the Agent, in which case such
  additional interest on the Euro-Dollar Loans of such Bank
  shall be payable to such Bank at the place indicated in such
  notice with respect to each Interest Period commencing at
  least four Euro-Dollar Business Days after the giving of
  such notice and (y) shall furnish to the Borrower at least
  five Euro-Dollar Business Days prior to each date on which
  interest is payable on the Euro-Dollar Loans an officer's
  certificate setting forth the amount to which such Bank is
  then entitled under this Section (which shall be consistent
  with such Bank's good faith estimate of the level at which
  the related reserves are maintained by it). 
  
              "Euro-Dollar Reserve Percentage" means for any day
  that percentage (expressed as a decimal) which is in effect
  on such day, as prescribed by the Board of Governors of the
  Federal Reserve System (or any successor) for determining
  the maximum reserve requirement for a member bank of the
  Federal Reserve System in New York City with deposits
  exceeding five billion dollars in respect of "Eurocurrency
  liabilities" (or in respect of any other category of
  liabilities which includes deposits by reference to which
  the interest rate on Euro-Dollar Loans is determined or any
  category of extensions of credit or other assets which
  includes loans by a non-United States office of any Bank to
  United States residents).
  
  
                               ARTICLE 3
  
                              CONDITIONS
  
  
              SECTION 3.1.  Initial Funding.  The obligation of
  any Bank to make a Loan on the Initial Funding Date shall be
  subject to the satisfaction of each of the following
  conditions:
  
              (a)  the Agent shall have received a duly executed
           Note for the account of each Bank dated on or before the
           Initial Funding Date complying with the provisions of
           Section 2.5;
  
              (b)  the Agent shall have received an opinion of
           Vinson & Elkins L.L.P., special counsel for the Borrower,
           substantially in the form of Exhibit B hereto;
  
              (c)  the Agent shall have received an opinion of
           Cravath, Swaine & Moore, special counsel for the Agent
           and the Co-Arrangers, substantially in the form of
           Exhibit C hereto; and
  
              (d)  the Agent shall have received (i) a copy of the
           certificate of incorporation, including all amendments
           thereto, of the Borrower, certified as of a recent date
           by the Secretary of State of the State of Delaware, and a
           certificate as to the good standing of the Borrower as of
           a recent date, from such Secretary of State; (ii) a
           certificate of the Secretary or Assistant Secretary of
           the Borrower dated on or after the Effective Date and on
           or prior to the Initial Funding Date and certifying
           (A) that attached thereto is a true and complete copy of
           the by-laws of the Borrower, as in effect on the date of
           such certificate and at all times since a date prior to
           the date of the resolutions described in
           clause (B) below, (B) that attached thereto is a true and
           complete copy of resolutions duly adopted by the
           Borrower, authorizing the execution, delivery and
           performance by the Borrower of this Agreement and the
           Notes and the borrowings hereunder, and that such
           resolutions have not been modified, rescinded or amended
           and are in full force and effect as of the date of such
           certificate, (C) that the certificate of incorporation of
           the Borrower has not been amended since the date of the
           last amendment thereto shown on the certificate of good
           standing furnished pursuant to clause (i) above and
           (D) as to the incumbency and specimen signature of each
           officer executing this Agreement, any Note or any other
           document delivered in connection herewith on behalf of
           the Borrower; and (iii) a certificate of another officer
           as to the incumbency and specimen signature of the
           Secretary or Assistant Secretary executing the
           certificate pursuant to (ii) above.
  
              SECTION 3.2.  Borrowings.  The obligation of any
  Bank to make a Loan on the occasion of any Borrowing is
  subject to the satisfaction of the following conditions:
  
              (a)  the Agent shall have received a Notice of
           Borrowing as required by Section 2.3;
  
              (b)  the fact that, immediately before and after
           such Borrowing, no Default described in clause (f) or (g)
           of Section 6.1 shall have occurred and be continuing; and
  
              (c)  the fact that the representations and
           warranties of the Borrower contained in Sections 4.1, 4.2
           and 4.3 shall be true in all material respects on and as
           of the date of such Borrowing.
  
  Each Borrowing hereunder shall be deemed to be a
  representation and warranty by the Borrower on the date of
  such Borrowing as to the facts specified in clauses (b) and
  (c) of this Section.
  
  
                               ARTICLE 4
  
                    REPRESENTATIONS AND WARRANTIES
  
  
              The Borrower represents and warrants that: 
  
              SECTION 4.1.   Corporate Existence and Power.  The
  Borrower is a corporation duly incorporated, validly
  existing and in good standing under the laws of the State of
  Delaware, and has all corporate powers and all material
  governmental licenses, authorizations, consents and
  approvals required to carry on its business as now
  conducted.
  
              SECTION 4.2.  Corporate and Governmental
  Authorization; No Contravention.  The execution, delivery
  and performance by the Borrower of this Agreement and the
  Notes are within the corporate powers of the Borrower, have
  been duly authorized by all necessary corporate action,
  require no action by or in respect of, or filing with, any
  governmental body, agency or official, except for the order
  of the Commission contemplated by the definition of SEC
  Authorization Date, which, as of each Closing Date, has been
  obtained and is in full force and effect with respect to the
  Borrowings to be made on such Closing Date, and do not
  contravene, or constitute a default under, any provision of
  applicable law or regulation or of the certificate of
  incorporation or by-laws of the Borrower or of any agreement
  or instrument governing Debt of the Borrower or any of its
  Subsidiaries or of any material agreement, judgment,
  injunction, order, decree or other instrument binding upon
  the Borrower or any of its Subsidiaries or result in the
  creation or imposition of any Lien on any material asset of
  the Borrower or any of its Subsidiaries.
  
              SECTION 4.3.   Binding Effect.  This Agreement
  constitutes a valid and binding agreement of the Borrower
  and each Note, when executed and delivered in accordance
  with this Agreement, will constitute a valid and binding
  obligation of the Borrower, in each case enforceable in
  accordance with its terms, except as may be limited by
  bankruptcy, insolvency, reorganization, moratorium or other
  similar laws relating to or affecting the rights of
  creditors generally and except as the enforceability of the
  Agreement and the Notes is subject to the application of
  general principles of equity (regardless of whether
  considered in a proceeding in equity or at law), including,
  without limitation, (a) the possible unavailability of
  specific performance, injunctive relief or any other
  equitable remedy and (b) concepts of materiality,
  reasonableness, good faith and fair dealing.
  
              SECTION 4.4.  Financial Information.  (a)  The
  consolidated balance sheet of the Borrower and its
  Consolidated Subsidiaries as of December 31, 1994 and the
  related consolidated statements of income and cash flows for
  the fiscal year then ended, reported on by Arthur Andersen
  LLP and set forth in the Borrower's 1994 Form 10-K, a copy
  of which has been delivered to each of the Banks, fairly
  present, in conformity with generally accepted accounting
  principles, the consolidated financial position of the
  Borrower and its Consolidated Subsidiaries as of such date
  and their consolidated results of operations and cash flows
  for such fiscal year.
  
              (b)  The unaudited consolidated balance sheet of the
  Borrower and its Consolidated Subsidiaries as of June 30,
  1995 and the related unaudited consolidated statements of
  income and cash flows for the three months then ended, set
  forth in the Borrower's Latest Form 10-Q, a copy of which
  has been delivered to each of the Banks, fairly present, in
  conformity with generally accepted accounting principles
  applied on a basis consistent with the financial statements
  referred to in subsection (a) of this Section, the
  consolidated financial position of the Borrower and its
  Consolidated Subsidiaries as of such date and their
  consolidated results of operations and cash flows for such
  three-month period (subject to normal year-end adjustments).
  
              (c)  Since June 30, 1995 there has been no material
  adverse change in the business, financial position or
  results of operations of the Borrower and its Consolidated
  Subsidiaries, considered as a whole.
  
              SECTION 4.5.  Litigation. (a)  Except for the
  matters disclosed in the Borrower's 1994 Form 10-K, the
  Borrower's Latest Form 10-Q and the Borrower's current
  report on Form 8-K dated September 6, 1995 (the "Disclosed
  Matters"), there is no action, suit or proceeding pending
  against, or to the knowledge of the Borrower threatened
  against or affecting, the Borrower or any of its
  Subsidiaries before any court or arbitrator or any
  governmental body, agency or official in which there is a
  reasonable possibility of an adverse decision which could
  materially adversely affect the business, consolidated
  financial position or consolidated results of operations of
  the Borrower and its Consolidated Subsidiaries, considered
  as a whole, or which in any manner draws into question the
  validity of this Agreement or the Notes.
  
              (b)  Since the date of the latest filing with the
  Commission referred to in Section 4.5(a), there has been no
  development in the Disclosed Matters which is likely to
  materially and adversely affect the ability of the Borrower
  to perform its obligation under this Agreement and the
  Notes.
  
              SECTION 4.6.   Compliance with ERISA.  Each member
  of the ERISA Group has fulfilled its obligations under the
  minimum funding standards of ERISA and the Internal Revenue
  Code with respect to each Plan and is in compliance in all
  material respects with the presently applicable provisions
  of ERISA and the Internal Revenue Code with respect to each
  Plan.  No member of the ERISA Group has (i) sought a waiver
  of the minimum funding standard under Section 412 of the
  Internal Revenue Code in respect of any Plan, (ii) failed to
  make any contribution or payment to any Plan or
  Multiemployer Plan or in respect of any Benefit Arrangement,
  or made any amendment to any Plan or Benefit Arrangement,
  which has resulted or could result in the imposition of a
  Lien or the posting of a bond or other security under ERISA
  or the Internal Revenue Code or (iii) incurred any liability
  under Title IV of ERISA other than a liability to the PBGC
  for premiums under Section 4007 of ERISA.
  
              SECTION 4.7.   Environmental Matters.  In the
  ordinary course of its business, the Borrower conducts an
  ongoing review of the effect of Environmental Laws on the
  business, operations and properties of the Borrower and its
  Subsidiaries, in the course of which it identifies and
  evaluates liabilities and costs arising under or imposed by
  Environmental Laws (including, without limitation, any
  capital or operating expenditures required for clean-up or
  closure of properties presently or previously owned, any
  capital or operating expenditures required to achieve or
  maintain compliance with environmental protection standards
  imposed by Environmental Law, any related constraints on
  operating activities, including any periodic or permanent
  shutdown of any facility or reduction in the level of or
  change in the nature of operations conducted thereat, any
  costs or liabilities in connection with off-site disposal of
  wastes or Hazardous Substances, and any actual or potential
  liabilities to third parties, including employees).  On the
  basis of this review, the Borrower has no reason to conclude
  that such liabilities and costs arising under, including the
  costs of compliance with, Environmental Laws, are likely to
  have a material adverse effect on the business, financial
  condition or results of operations of the Borrower and its
  Consolidated Subsidiaries, considered as a whole.
  
              SECTION 4.8.   Taxes.  The Borrower and its
  Subsidiaries have filed all United States Federal income tax
  returns and all other material tax returns which are
  required to be filed by them and have paid all taxes due
  pursuant to such returns or pursuant to any assessment
  received by the Borrower or any Subsidiary, other than taxes
  which are not delinquent, and other than those contested in
  good faith and for which adequate reserves have been
  established in accordance with generally accepted accounting
  principles.  The charges, accruals and reserves on the books
  of the Borrower and its Subsidiaries in respect of taxes or
  other governmental charges are, in the opinion of the
  Borrower, adequate.
  
              SECTION 4.9.   Subsidiaries.  Each of the Borrower's
  corporate Subsidiaries is a corporation duly incorporated,
  validly existing and in good standing under the laws of its
  jurisdiction of incorporation, and has all corporate powers
  and all material governmental licenses, authorizations,
  consents and approvals required to carry on its business as
  now conducted.
  
              SECTION 4.10.   Full Disclosure.  All information
  (taken as a whole) heretofore furnished in writing by the
  Borrower to the Agent or any Bank for purposes of or in
  connection with this Agreement or any transaction
  contemplated hereby is, and all such information hereafter
  furnished by the Borrower to the Agent or any Bank
  (including, without limitation, all information used in the
  preparation of, or which forms part of, the Confidential
  Information Memorandum) will be, to the knowledge of the
  Borrower, true and accurate in all material respects on the
  date as of which such information is stated or certified. 
  The Borrower has disclosed, either in reports on Form 10-K,
  Form 10-Q or Form 8-K (or their equivalents) filed with the
  Commission or otherwise in writing to the Banks, any and all
  facts known to the Borrower which materially and adversely
  affect or may affect (to the extent the Borrower can now
  reasonably foresee), the business, financial condition or
  results of operations of the Borrower and its Consolidated
  Subsidiaries, taken as a whole, or the ability of the
  Borrower to perform its obligations under this Agreement.
  
              SECTION 4.11.  No Defaults.  On the Effective Date,
  no Default or Event of Default exists under this Agreement.
  
  
                               ARTICLE 5
  
                               COVENANTS
  
  
  
              The Borrower agrees that, so long as any Bank has
  any Commitment hereunder or any amount payable under any
  Note remains unpaid: 
  
              SECTION 5.1.  Information.  The Borrower will
  deliver to the Agent:
  
              (a)  as soon as available and in any event within
           120 days after the end of each fiscal year of the
           Borrower, the annual report of the Borrower and its
           Subsidiaries filed with the Commission on Form 10-K for
           such year;
  
              (b)  as soon as available and in any event within
           60 days after the end of each of the first three quarters
           of each fiscal year of the Borrower, the quarterly report
           of the Borrower and its Subsidiaries filed with the
           Commission on Form 10-Q for such quarter;
  
              (c)  within five days after any officer of the
           Borrower obtains knowledge of any Default, if such
           Default is then continuing, a certificate of the chief
           financial officer or the chief accounting officer of the
           Borrower setting forth the details thereof and the action
           which the Borrower is taking or proposes to take with
           respect thereto;
  
              (d)  promptly upon the mailing thereof to the
           shareholders of the Borrower generally, copies of all
           financial statements, reports and proxy statements so
           mailed;
  
              (e)  promptly upon the filing thereof, copies of all
           registration statements (other than the exhibits thereto
           and any registration statements on Form S-8 or its
           equivalent) and reports on Form 8-K (or its equivalent)
           which the Borrower shall have filed with the Commission;
  
              (f)  if and when any member of the ERISA Group
           (i) gives notice to the PBGC of any "reportable event"
           (as defined in Section 4043 of ERISA) with respect to any
           Plan which might constitute grounds for a termination of
           such Plan under Title IV of ERISA, or knows that the plan
           administrator of any Plan has given notice of any such
           reportable event, a copy of the notice of such reportable
           event given to the PBGC; (ii) receives notice of complete
           or partial withdrawal liability under Section 4201, 4203
           or 4204 of ERISA or notice that any Multiemployer Plan is
           in reorganization, is insolvent or has been terminated
           under Section 4241, 4245 or 4041A of ERISA, a copy of
           such notice; (iii) receives notice from the PBGC under
           Title IV of ERISA of an intent to terminate, impose
           liability (other than for premiums under Section 4007 of
           ERISA) in respect of, or appoint a trustee to administer
           any Plan, a copy of such notice; (iv) applies for a
           waiver of the minimum funding standard under Section 412
           of the Internal Revenue Code, a copy of such application;
           (v) gives notice of intent to terminate any Plan under
           Section 4041(c) of ERISA, a copy of such notice and other
           information filed with the PBGC; (vi) gives notice of
           withdrawal from any Plan pursuant to Section 4063 of
           ERISA, a copy of such notice; or (vii) fails to make any
           payment or contribution to any Plan or Multiemployer Plan
           or makes any amendment to any Plan which has resulted or
           which may reasonably be expected to result in the
           imposition of a lien or the posting of a bond or other
           security under Section 401(a)(29) or 412(n) of the
           Internal Revenue Code, or Section 302(f) or 307 of ERISA,
           a certificate of the chief financial officer or the chief
           accounting officer of the Borrower setting forth details
           as to such occurrence and action, if any, which the
           Borrower or applicable member of the ERISA Group is
           required or proposes to take; and
  
              (g)  from time to time such additional information
           regarding the financial position or business of the
           Borrower and its Subsidiaries as the Agent, at the
           request of any Bank, may reasonably request.
  
              SECTION 5.2.  Payment of Obligations.  The Borrower
  will pay and discharge, and will cause each Subsidiary to
  pay and discharge, at or before maturity, all their
  respective material obligations and liabilities, except
  where the same may be contested in good faith by appropriate
  proceedings, and will maintain, and will cause each
  Subsidiary to maintain, in accordance with and to the extent
  required by generally accepted accounting principles,
  appropriate reserves for the accrual of any of the same.
  
              SECTION 5.3.  Maintenance of Property; Insurance. 
  (a)  The Borrower will keep, and will cause each Subsidiary
  to keep, all property useful and necessary in its business
  in good working order and condition, ordinary wear and tear
  excepted.
  
              (b)  The Borrower will, and will cause each of its
  Subsidiaries to, maintain (either in the name of the
  Borrower or in such Subsidiary's own name) with financially
  sound and responsible insurance companies, insurance on all
  their respective properties in at least such amounts,
  against at least such risks and with no greater than such
  risk retention as are customarily maintained, insured
  against or retained, as the case may be, in the same general
  area by companies of established repute engaged in the same
  or a similar business; and will furnish to the Agent, upon
  reasonable request from the Agent, information presented in
  reasonable detail as to the insurance so carried.
  
              SECTION 5.4.  Conduct of Business and Maintenance of
  Existence.  The Borrower will continue, and will cause each
  Material Subsidiary to continue, to engage in business of
  the same general type as now conducted by the Borrower and
  its Subsidiaries, and will preserve, renew and keep in full
  force and effect, and will cause each Subsidiary to
  preserve, renew and keep in full force and effect their
  respective corporate existence and their respective rights,
  privileges and franchises necessary or desirable in the
  normal conduct of business; provided that nothing in this
  Section 5.4 shall prohibit (i) the merger of a Subsidiary
  into the Borrower or the merger or consolidation of a
  Subsidiary with or into another Person if the corporation
  surviving such consolidation or merger is a Subsidiary and
  if, in each case, after giving effect thereto, no Default
  shall have occurred and be continuing, (ii) the transfer of
  assets, rights, privileges, licenses, franchises or
  businesses from one Subsidiary to another Subsidiary or
  (iii) the termination of the corporate existence of any
  Subsidiary if the Borrower in good faith determines that
  such termination is in the best interest of the Borrower and
  is not materially disadvantageous to the Banks.
  
              SECTION 5.5.  Compliance with Laws.  The Borrower
  will comply, and cause each Subsidiary to comply, in all
  material respects with all applicable laws, ordinances,
  rules, regulations, and requirements of governmental
  authorities (including, without limitation, Environmental
  Laws and ERISA and the rules and regulations thereunder)
  except where the necessity or fact of compliance therewith
  is contested in good faith by appropriate proceedings.
  
              SECTION 5.6.  Inspection of Property, Books and
  Records.  The Borrower will keep, and will cause each
  Subsidiary to keep, proper books of record and account in
  which full, true and correct entries shall be made of all
  dealings and transactions in relation to its business and
  activities; and will permit, and will cause each Subsidiary
  to permit, representatives of any Bank at such Bank's
  expense to visit and inspect any of their respective
  properties, to examine and make abstracts from any of their
  respective books and records and to discuss their respective
  affairs, finances and accounts with their respective
  officers, employees and independent public accountants, all
  at such reasonable times and as often as may reasonably be
  desired.
  
              SECTION 5.7.   Use of Proceeds.  The proceeds of the
  Loans made under this Agreement will be used by the Borrower
  solely to acquire, directly or indirectly, ordinary shares
  or subordinated debt of Bidco pursuant to the Bidding
  Agreement (the proceeds of such ordinary shares or
  subordinated debt of Bidco to be used by Bidco solely (i) to
  acquire ordinary shares of the Target, either in the open
  market, pursuant to the Offer or otherwise and (ii) to pay
  costs and expenses relating to the Offer).  None of the
  proceeds of the Loans made under this Agreement will be
  used, directly or indirectly, for any purpose that entails a
  violation of, or that is inconsistent with, the provisions
  of the Regulations of the Board of Governors of the Federal
  Reserve System of the United States, including without
  limitation Regulation U.  After giving effect to the
  consummation of the Offer and the financing thereof, "margin
  stocks" (as defined in Regulation U) will not constitute
  more than 25% of the assets of the Borrower and its
  Subsidiaries on a consolidated basis.
  
              SECTION 5.8.  Negative Pledge.  The Borrower will
  not create, assume or suffer to exist any Lien on any asset
  now owned or hereafter acquired by it, except:
  
              (a)  Liens existing on the date of this Agreement
           securing obligations in an aggregate amount not exceeding
           $25,000,000;
  
              (b)  any Lien on any asset securing Debt incurred or
           assumed for the purpose of financing all or any part of
           the cost of acquiring such asset; provided that such Lien
           attaches to such asset concurrently with or within
           90 days after the acquisition thereof;
  
              (c)  any Lien on any asset of any corporation
           existing at the time such corporation is merged or
           consolidated with or into the Borrower and not created in
           contemplation of such event;
  
              (d)  any Lien existing on any asset prior to the
           acquisition thereof by the Borrower and not created in
           contemplation of such acquisition;
  
              (e)  any Lien arising out of the refinancing,
           extension, renewal or refunding of any Debt secured by
           any Lien permitted by any of the foregoing clauses of
           this Section, provided that such Debt is not increased
           and is not secured by any additional assets;
  
              (f)  Liens arising in the ordinary course of its
           business which  (i) do not secure Debt or Derivatives
           Obligations, (ii) do not secure any obligation in an
           amount exceeding $25,000,000 and (iii) do not in the
           aggregate materially detract from the value of its assets
           or materially impair the use thereof in the operation of
           its business;
  
              (g)  Liens on cash and cash equivalents securing
           Derivatives Obligations, provided that the aggregate
           amount of cash and cash equivalents subject to such Liens
           may at no time exceed $25,000,000; 
  
              (h)  Liens imposed by any governmental authority for
           taxes, assessments or charges not yet due or that are
           being contested in good faith and by appropriate
           proceedings if, unless the amount thereof is not material
           with respect to it or its financial condition, adequate
           reserves with respect thereto are maintained on the books
           of the Borrower in accordance with generally accepted
           accounting principles;
  
              (i)  carriers', warehousemen's, mechanics',
           materialmen's, repairmen's or other like Liens arising in
           the ordinary course of business that are not overdue for
           a period of more than 30 days or that are being contested
           in good faith and by appropriate proceedings and Liens
           securing judgments but only to the extent for an amount
           and for a period not resulting in an Event of Default
           under Section 6.1(i) hereof;
  
              (j)  pledges or deposits under worker's
           compensation, unemployment insurance and other social
           security legislation;
  
              (k)  deposits to secure the performance of bids,
           trade contracts (other than for Debt), leases, statutory
           obligations, surety bonds, appeal bonds with respect to
           judgments not exceeding $25,000,000, performance bonds
           and other obligations of a like nature incurred in the
           ordinary course of business;
  
              (l)  easements, rights-of-way, restrictions and
           other similar encumbrances incurred in the ordinary
           course of business and encumbrances consisting of zoning
           restrictions, easements, licenses, restrictions on the
           use of property or minor imperfections in title thereto
           that, in the aggregate, are not material in amount, and
           that do not in any case materially detract from the value
           of the property subject thereto or interfere with the
           ordinary conduct of the business of the Borrower; and
  
              (m)  Liens not otherwise permitted by the foregoing
           clauses of this Section securing Debt in an aggregate
           principal or face amount at any date not to exceed 5% of
           Consolidated Net Worth.
  
              SECTION 5.9.   Transactions with Affiliates.  The
  Borrower will not, and will not permit any Subsidiary to,
  directly or indirectly, pay any funds to or for the account
  of, make any investment (whether by acquisition of stock or
  indebtedness, by loan, advance, transfer of property,
  guarantee or other agreement to pay, purchase or service,
  directly or indirectly, any Debt, or otherwise) in, lease,
  sell, transfer or otherwise dispose of any assets, tangible
  or intangible, to, or participate in, or effect, any
  transaction with, any Affiliate except on an arms-length
  basis on terms at least as favorable to the Borrower or such
  Subsidiary than could have been obtained from a third party
  who was not an Affiliate; provided that the foregoing
  provisions of this Section shall not prohibit any such
  Person from declaring or paying any lawful dividend or other
  payment ratably in respect of all of its capital stock of
  the relevant class so long as, after giving effect thereto,
  no Default shall have occurred and be continuing.
  
              SECTION 5.10.  Sale of Material Subsidiaries.  The
  Borrower will not and will not permit any Subsidiary to, at
  any time, sell or otherwise transfer, directly or
  indirectly, any capital stock of or other equity interest in
  any Material Subsidiary if, after giving effect thereto,
  such Material Subsidiary would no longer be a Subsidiary.
  
              SECTION 5.11.   Prohibition of Fundamental Changes. 
  The Borrower shall not:
  
              (a)  enter into any transaction of merger or
           consolidation or amalgamation, or liquidate, wind up or
           dissolve itself (or suffer any liquidation or
           dissolution); or
  
              (b)  convey, sell, lease, transfer or otherwise
           dispose of, in one transaction or a series of
           transactions, all or substantially all of its business or
           property.
  
              Notwithstanding the foregoing provisions of this
  Section 5.11, the Borrower may merge or consolidate with any
  other Person if the Borrower is the surviving corporation or
  the surviving corporation assumes the liabilities of the
  Borrower by operation of law or otherwise.
  
              SECTION 5.12.  Minimum Consolidated Net Worth.  The
  Borrower shall not permit its Consolidated Net Worth to be
  less than $2,000,000,000 at any time
  
              SECTION 5.13.   Syndication.  The Borrower
  acknowledges that the Co-Arrangers intend promptly to
  commence to syndicate their Commitments or Loans in
  accordance with the provisions of Section 9.6.  The Borrower
  agrees actively to assist the Co-Arrangers in achieving a
  syndication that is satisfactory to them and to the
  Borrower.  Such assistance shall include but not be limited
  to (i) the preparation with the Co-Arrangers of a
  Confidential Information Memorandum and other marketing
  materials (collectively, the "Confidential Information
  Memorandum") and (ii) direct contact, including the hosting
  of one or more bank meetings, between senior management of
  the Borrower and its Subsidiaries (including, after
  consummation of the Offer, the Target) on the one hand, and
  potential Assignees and Participants on the other hand.
  
  
                               ARTICLE 6
  
                               DEFAULTS
  
  
              SECTION 6.1.  Events of Default.  If one or more of
  the following events ("Events of Default") shall have
  occurred and be continuing:
  
              (a)  the Borrower shall fail to pay when due any
           principal of any Loan or shall fail to pay within
           five days of the due date thereof any interest, any fees
           or any other amount payable hereunder;
  
              (b)  the Borrower shall fail to observe or perform
           its obligations under Section 5.1(c), 5.7, 5.10, 5.11 or
           5.12;
  
              (c)  the Borrower shall fail to observe or perform
           any covenant or agreement contained in this Agreement
           (other than those covered by clause (a) or (b) above) for
           30 days after notice thereof has been given to the
           Borrower by the Agent at the request of any Bank;
  
              (d)  any representation, warranty, certification or
           statement made by the Borrower in this Agreement or in
           any certificate, financial statement or other document
           delivered pursuant to this Agreement shall prove to have
           been incorrect in any material respect when made (or
           deemed made);
  
              (e)  any event or condition shall occur which
           results in the acceleration of any Material Debt;
  
              (f)  the Borrower or any Subsidiary shall commence a
           voluntary case or other proceeding seeking liquidation,
           reorganization or other relief with respect to itself or
           its debts under any bankruptcy, insolvency or other
           similar law now or hereafter in effect or seeking the
           appointment of a trustee, receiver, liquidator, custodian
           or other similar official of it or any substantial part
           of its property, or shall consent to any such relief or
           to the appointment of or taking possession by any such
           official in an involuntary case or other proceeding
           commenced against it, or shall make a general assignment
           for the benefit of creditors, or shall fail generally to
           pay its debts as they become due, or shall take any
           corporate action to authorize any of the foregoing;
  
              (g)  an involuntary case or other proceeding shall
           be commenced against the Borrower or any Subsidiary
           seeking liquidation, reorganization or other relief with
           respect to it or its debts under any bankruptcy,
           insolvency or other similar law now or hereafter in
           effect or seeking the appointment of a trustee, receiver,
           liquidator, custodian or other similar official of it or
           any substantial part of its property, and such
           involuntary case or other proceeding shall remain
           undismissed and unstayed for a period of 60 days; or an
           order for relief shall be entered against the Borrower or
           any Subsidiary under the federal bankruptcy laws as now
           or hereafter in effect;
  
              (h)  any member of the ERISA Group shall fail to pay
           when due an amount or amounts aggregating in excess of
           $25,000,000 which it shall have become liable to pay
           under Title IV of ERISA; or notice of intent to terminate
           a Material Plan shall be filed under Title IV of ERISA by
           any member of the ERISA Group, any plan administrator or
           any combination of the foregoing; or the PBGC shall
           institute proceedings under Title IV of ERISA to
           terminate, to impose liability (other than for premiums
           under Section 4007 of ERISA) in respect of, or to cause a
           trustee to be appointed to administer any Material Plan;
           or a condition shall exist by reason of which the PBGC
           would be entitled to obtain a decree adjudicating that
           any Material Plan must be terminated; or there shall
           occur a complete or partial withdrawal from, or a
           default, within the meaning of Section 4219(c)(5) of
           ERISA, with respect to, one or more Multiemployer Plans
           which could cause one or more members of the ERISA Group
           to incur a current payment obligation in excess of
           $25,000,000;
  
              (i)  judgments or orders for the payment of money in
           excess of $25,000,000 shall be rendered against the
           Borrower or any Subsidiary and such judgments or orders
           shall continue unsatisfied and unstayed for a period of
           30 days; or 
  
              (j)  any person or group of persons (within the
           meaning of Section 13 or 14 of the Securities Exchange
           Act of 1934, as amended) shall have acquired beneficial
           ownership (within the meaning of Rule 13d-3 promulgated
           by the Commission under said Act) of 30% or more of the
           outstanding shares of common stock of the Borrower; or,
           during any period of 12 consecutive calendar months,
           individuals (i) who were directors of the Borrower on the
           first day of such period, (ii) whose election or
           nomination to the board of directors of the Borrower was
           approved by individuals referred to in clause (i) above
           constituting at the time of such election or nomination
           at least a majority of said board or (iii) whose election
           or nomination to said board was approved by individuals
           referred to in clauses (i) and (ii) above constituting at
           the time of such election or nomination at least a
           majority of said board, shall cease to constitute a
           majority of said board;
  
  then, and in every such event, the Agent shall (i) if
  requested by Banks having more than 50% in aggregate amount
  of the Commitments, by notice to the Borrower terminate the
  Commitments and they shall thereupon terminate, and (ii) if
  requested by Banks holding more than 50% of the aggregate
  unpaid principal amount of the Loans, by notice to the
  Borrower declare the Loans (together with accrued interest
  thereon) to be, and the Loans (together with accrued
  interest thereon) shall thereupon become, immediately due
  and payable without presentment, demand, protest or other
  notice of any kind, all of which are hereby waived by the
  Borrower; provided that in the case of any of the Events of
  Default specified in clause 6.1(f) or 6.1(g) above with
  respect to the Borrower, without any notice to the Borrower
  or any other act by the Agent or the Banks, the Commitments
  shall thereupon terminate and the Loans (together with
  accrued interest thereon) shall become immediately due and
  payable without presentment, demand, protest or other notice
  of any kind, all of which are hereby waived by the Borrower.
  
              SECTION 6.2.   Notice of Default.  The Agent shall
  give notice to the Borrower under Section 6.1(c) promptly
  upon being requested to do so by any Bank and shall
  thereupon notify all the Banks thereof.
  
  
                               ARTICLE 7
  
                               THE AGENT
  
  
              SECTION 7.1.   Appointment and Authorization.  Each
  Bank irrevocably appoints and authorizes the Agent to take
  such action as agent on its behalf and to exercise such
  powers under this Agreement and the Notes as are delegated
  to the Agent by the terms hereof or thereof, together with
  all such powers as are reasonably incidental thereto.
  
              SECTION 7.2.   Agent and Affiliates.  Union Bank of
  Switzerland shall have the same rights and powers under this
  Agreement as any other Bank and may exercise or refrain from
  exercising the same as though it were not the Agent, and
  Union Bank of Switzerland and its affiliates may accept
  deposits from, lend money to, and generally engage in any
  kind of business with the Borrower or any Subsidiary or
  affiliate of the Borrower as if it were not the Agent.
  
              SECTION 7.3.   Action by Agent.  The obligations of
  the Agent hereunder are only those expressly set forth
  herein.  Without limiting the generality of the foregoing,
  the Agent shall not be required to take any action with
  respect to any Default, except as expressly provided in
  Article 6.
  
              SECTION 7.4.   Consultation with Experts.  The Agent
  may consult with legal counsel (who may be counsel for the
  Borrower), independent public accountants and other experts
  selected by it and shall not be liable for any action taken
  or omitted to be taken by it in good faith in accordance
  with the advice of such counsel, accountants or experts.
  
              SECTION 7.5.   Liability of Agent.  Neither the
  Agent nor any of its affiliates nor any of their respective
  directors, officers, agents or employees shall be liable for
  any action taken or not taken by it in connection herewith
  (i) with the consent or at the request of the Required Banks
  or (ii) in the absence of its own gross negligence or
  willful misconduct.  Neither the Agent nor any of its
  affiliates nor any of their respective directors, officers,
  agents or employees shall be responsible for or have any
  duty to ascertain, inquire into or verify (i) any statement,
  warranty or representation made in connection with this
  Agreement or any borrowing hereunder; (ii) the performance
  or observance of any of the covenants or agreements of the
  Borrower; (iii) the satisfaction of any condition specified
  in Article 3, except receipt of items required to be
  delivered to the Agent; or (iv) the validity, effectiveness
  or genuineness of this Agreement, the Notes or any other
  instrument or writing furnished in connection herewith.  The
  Agent shall not incur any liability by acting in reliance
  upon any notice, consent, certificate, statement, or other
  writing (which may be a bank wire, telex, facsimile
  transmission or similar writing) believed by it to be
  genuine or to be signed by the proper party or parties.
  
              SECTION 7.6.   Indemnification.  Each Bank shall,
  ratably in accordance with its Commitment or, if the
  Commitments have terminated as a result of the making of
  Loans, the outstanding principal amount of its Loans,
  indemnify the Agent, its affiliates and their respective
  directors, officers, agents and employees (to the extent not
  reimbursed by the Borrower) against any cost, expense
  (including counsel fees and disbursements), claim, demand,
  action, loss or liability (except such as result from such
  indemnitees' gross negligence or willful misconduct) that
  such indemnitees may suffer or incur in connection with this
  Agreement or any action taken or omitted by such indemnitees
  hereunder.
  
              SECTION 7.7.   Credit Decision.  Each Bank
  acknowledges that it has, independently and without reliance
  upon the Agent, any Co-Agent or any other Bank, and based on
  such documents and information as it has deemed appropriate,
  made its own credit analysis and decision to enter into this
  Agreement.  Each Bank also acknowledges that it will,
  independently and without reliance upon the Agent, any Co-
  Agent or any other Bank, and based on such documents and
  information as it shall deem appropriate at the time,
  continue to make its own credit decisions in taking or not
  taking any action under this Agreement.
  
              SECTION 7.8.   Successor Agent.  The Agent may
  resign at any time by giving notice thereof to the Banks and
  the Borrower.  Upon any such resignation, the Required Banks
  shall have the right to appoint a successor Agent subject to
  the approval of the Borrower.  If no successor Agent shall
  have been so appointed and approved, and shall have accepted
  such appointment, within 30 days after the retiring Agent
  gives notice of resignation, then the retiring Agent may, on
  behalf of the Banks, appoint a successor Agent, which shall
  be a commercial bank organized or licensed under the laws of
  the United States and having a combined capital and surplus
  of at least $500,000,000.  Upon the acceptance of its
  appointment as Agent hereunder by a successor Agent, such
  successor Agent shall thereupon succeed to and become vested
  with all the rights and duties of the retiring Agent, and
  the retiring Agent shall be discharged from its duties and
  obligations hereunder.  After any retiring Agent's
  resignation hereunder as Agent, the provisions of this
  Article shall inure to its benefit as to any actions taken
  or omitted to be taken by it while it was Agent.  Any
  retiring Agent shall refund any unearned portion of its
  administrative agency fee.
  
              SECTION 7.9.   Agent's Fee.  The Borrower shall pay
  to the Agent for its own account fees in the amounts and at
  the times previously agreed upon between the Borrower and
  the Agent.
  
              SECTION 7.10.   Co-Arrangers, etc.  Nothing in this
  Agreement shall impose on any Co-Arranger, any Syndication
  Co-Agent or the Documentation Agent, in its capacity as
  such, any duties or obligations whatsoever.
  
  
                               ARTICLE 8
  
                        CHANGE IN CIRCUMSTANCES
  
  
              SECTION 8.1.  Basis for Determining Interest Rate
  Inadequate or Unfair.  If on or prior to the first day of
  any Interest Period for any CD Loan or Euro-Dollar Loan:
  
              (a)  the Agent is advised by the Reference Banks
           that deposits in dollars (in the applicable amounts) are
           not being offered to the Reference Banks in the relevant
           market for such Interest Period, or
  
              (b)  in the case of CD Loans or Euro-Dollar Loans,
           Banks having 50% or more of the aggregate principal
           amount of the affected Loans advise the Agent that the
           Adjusted CD Rate or the London Interbank Offered Rate, as
           the case may be, as determined by the Agent will not,
           together with any increased costs reimbursable by the
           Borrower hereunder, adequately and fairly reflect the
           cost to such Banks of funding their CD Loans or Euro-
           Dollar Loans, as the case may be, for such Interest
           Period,
  
  the Agent shall forthwith give notice thereof to the
  Borrower and the Banks, whereupon until the Agent notifies
  the Borrower that the circumstances giving rise to such
  suspension no longer exist, (i) the obligations of the Banks
  to make CD Loans or Euro-Dollar Loans, as the case may be,
  or to continue or convert outstanding Loans as or into
  CD Loans or Euro-Dollar Loans, as the case may be, shall be
  suspended and (ii) each outstanding CD Loan or Euro-Dollar
  Loan, as the case may be, shall be converted into a Base
  Rate Loan on the last day of the then current Interest
  Period applicable thereto.  Unless the Borrower notifies the
  Agent at least two Domestic Business Days before the date of
  any Fixed Rate Borrowing for which a Notice of Borrowing has
  previously been given that it elects not to borrow on such
  date, such Borrowing shall instead be made as a Base Rate
  Borrowing.
  
              SECTION 8.2.  Illegality.  If, on or after the date
  of this Agreement, the adoption of any applicable law, rule
  or regulation, or any change in any applicable law, rule or
  regulation, or any change in the interpretation or
  administration thereof by any governmental authority,
  central bank or comparable agency charged with the
  interpretation or administration thereof, or compliance by
  any Bank (or its Euro-Dollar Lending Office) with any
  request or directive (whether or not having the force of
  law) of any such authority, central bank or comparable
  agency shall make it unlawful or impossible for any Bank (or
  its Euro-Dollar Lending Office) to make, maintain or fund
  its Euro-Dollar Loans and such Bank shall so notify the
  Agent, the Agent shall forthwith give notice thereof to the
  other Banks and the Borrower, whereupon until such Bank
  notifies the Borrower and the Agent that the circumstances
  giving rise to such suspension no longer exist, the
  obligation of such Bank to make Euro-Dollar Loans, or to
  convert outstanding Loans into Euro-Dollar Loans, shall be
  suspended.  Before giving any notice to the Agent pursuant
  to this Section, such Bank shall designate a different
  Euro-Dollar Lending Office if such designation will avoid
  the need for giving such notice and will not, in the
  judgment of such Bank, be otherwise disadvantageous to such
  Bank.  If such notice is given, each Euro-Dollar Loan of
  such Bank then outstanding shall be converted to a Base Rate
  Loan either (a) on the last day of the then current Interest
  Period applicable to such Euro-Dollar Loan if such Bank may
  lawfully continue to maintain and fund such Loan to such day
  or (b) immediately if such Bank shall determine that it may
  not lawfully continue to maintain and fund such Loan to such
  day.
  
              SECTION 8.3.  Increased Cost and Reduced Return. 
  (a)  If on or after the date hereof, any Loan or any
  obligation to make Loans, the adoption of any applicable
  law, rule or regulation, or any change in any applicable
  law, rule or regulation, or any change in the interpretation
  or administration thereof by any governmental authority,
  central bank or comparable agency charged with the
  interpretation or administration thereof, or compliance by
  any Bank (or its Applicable Lending Office) with any request
  or directive (whether or not having the force of law) of any
  such authority, central bank or comparable agency shall
  impose, modify or deem applicable any reserve (including,
  without limitation, any such requirement imposed by the
  Board of Governors of the Federal Reserve System, but
  excluding (i) with respect to any CD Loan any such
  requirement included in an applicable Domestic Reserve
  Percentage and (ii) with respect to any Euro-Dollar Loan any
  such requirement for which such Bank is entitled to
  compensation for the relevant Interest Period under
  Section 2.13), special deposit, insurance assessment
  (excluding, with respect to any CD Loan, any such
  requirement reflected in an applicable Assessment Rate) or
  similar requirement against assets of, deposits with or for
  the account of, or credit extended by, any Bank (or its
  Applicable Lending Office) or shall impose on any Bank (or
  its Applicable Lending Office) or on the United States
  market for certificates of deposit or the London interbank
  market any other condition affecting its Fixed Rate Loans,
  its Note or its obligation to make Fixed Rate Loans and the
  result of any of the foregoing is to increase the cost to
  such Bank (or its Applicable Lending Office) of making or
  maintaining any Fixed Rate Loan, or to reduce the amount of
  any sum received or receivable by such Bank (or its
  Applicable Lending Office) under this Agreement or under its
  Note with respect thereto, by an amount deemed by such Bank
  to be material, then, within 15 days after demand by such
  Bank (with a copy to the Agent), the Borrower shall pay to
  such Bank such additional amount or amounts as will
  compensate such Bank for such increased cost or reduction.
  
              (b)  If any Bank shall have determined that, after
  the date hereof, the adoption of any applicable law, rule or
  regulation regarding capital adequacy, or any change in any
  such law, rule or regulation, or any change in the
  interpretation or administration thereof by any governmental
  authority, central bank or comparable agency charged with
  the interpretation or administration thereof, or any request
  or directive regarding capital adequacy (whether or not
  having the force of law) of any such authority, central bank
  or comparable agency has or would have the effect of
  reducing the rate of return on capital of such Bank (or its
  Parent) as a consequence of such Bank's obligations
  hereunder to a level below that which such Bank (or its
  Parent) could have achieved but for such adoption, change,
  request or directive (taking into consideration its policies
  with respect to capital adequacy) by an amount deemed by
  such Bank to be material, then from time to time, within
  15 days after demand by such Bank (with a copy to the
  Agent), the Borrower shall pay to such Bank such additional
  amount or amounts as will compensate such Bank (or its
  Parent) for such reduction.
  
              (c)  Each Bank will promptly notify the Borrower and
  the Agent of any event of which it has knowledge, occurring
  after the date hereof, which will entitle such Bank to
  compensation pursuant to this Section and will designate a
  different Lending Office if such designation will avoid the
  need for, or reduce the amount of, such compensation and
  will not, in the sole judgment of such Bank, be otherwise
  disadvantageous to such Bank.  A certificate of any Bank
  claiming compensation under this Section and setting forth
  the additional amount or amounts to be paid to it hereunder
  shall be conclusive in the absence of manifest error.  In
  determining such amount, such Bank may use any reasonable
  averaging and attribution methods.  Notwithstanding the
  foregoing subsections (a) and (b) of this Section 8.3, the
  Borrower shall only be obligated to compensate any Bank for
  any amount arising or accruing during (i) any time or period
  commencing not more than 90 days prior to the date on which
  such Bank notifies the Agent and the Borrower that it
  proposes to demand such compensation and identifies to the
  Agent and the Borrower the statute, regulation or other
  basis upon which the claimed compensation is or will be
  based and (ii) any time or period during which, because of
  the retroactive application of such statute, regulation or
  other such basis, such Bank did not know that such amount
  would arise or accrue.
  
              SECTION 8.4.  Taxes.  (a)  For the purposes of this
  Section 8.4, the following terms have the following
  meanings:
  
              "Taxes" means any and all present or future taxes,
  duties, levies, imposts, deductions, charges or withholdings
  with respect to any payment by the Borrower pursuant to this
  Agreement or under any Note, and all penalties and interest
  with respect thereto, excluding (i) in the case of each Bank
  and the Agent, taxes imposed on its income, and franchise or
  similar taxes imposed on it, by a jurisdiction under the
  laws of which such Bank or the Agent (as the case may be) is
  organized or in which its principal executive office is
  located, in which its Applicable Lending Office is located
  or in which it would be subject to tax due to some
  connection other than that created by this Agreement and
  (ii) in the case of each Bank, any United States withholding
  tax imposed on such payments but only to the extent that
  such Bank is subject to United States withholding tax at the
  time such Bank first becomes a party to this Agreement.
  
              "Other Taxes" means any present or future stamp or
  documentary taxes and any other excise or property taxes, or
  similar charges or levies and all penalties and interest
  with respect thereto, which arise from the making of any
  payment pursuant to this Agreement or under any Note or from
  the execution or delivery of this Agreement or any Note.
  
              (b)  Any and all payments by the Borrower to or for
  the account of any Bank or the Agent hereunder or under any
  Note shall be made without deduction for any Taxes or Other
  Taxes; provided that, if the Borrower shall be required by
  law to deduct any Taxes or Other Taxes from any such
  payments, (i) the sum payable shall be increased as
  necessary so that after making all required deductions
  (including deductions applicable to additional sums payable
  under this Section) such Bank or the Agent (as the case may
  be) receives an amount equal to the sum it would have
  received had no such deductions been made, (ii) the Borrower
  shall make such deductions, (iii) the Borrower shall pay the
  full amount deducted to the relevant taxation authority or
  other authority in accordance with applicable law and
  (iv) the Borrower shall furnish to the Agent, at its address
  referred to in Section 9.1, the original or a certified copy
  of a receipt evidencing payment thereof.
  
              (c)  The Borrower agrees to indemnify each Bank and
  the Agent for the full amount of Taxes or Other Taxes
  (including, without limitation, any Taxes or Other Taxes on
  amounts payable under this Section) paid by such Bank or the
  Agent (as the case may be).  This indemnification shall be
  paid within 15 days after such Bank or the Agent (as the
  case may be) makes appropriate demand therefor.
  
              (d)  Each Bank organized under the laws of a
  jurisdiction outside the United States, on or prior to the
  date of its execution and delivery of this Agreement in the
  case of each Bank listed on the signature pages hereof and
  on or prior to the date on which it becomes a Bank in the
  case of each other Bank, and from time to time thereafter if
  requested in writing by the Borrower (but only so long as
  such Bank remains lawfully able to do so), shall provide the
  Borrower and the Agent with Internal Revenue Service form
  1001 or 4224, as appropriate, or any successor form
  prescribed by the Internal Revenue Service, certifying that
  such Bank is entitled to benefits under an income tax treaty
  to which the United States is a party which exempts the Bank
  from United States withholding tax or reduces the rate of
  withholding tax on payments of interest for the account of
  such Bank or certifying that the income receivable pursuant
  to this Agreement is effectively connected with the conduct
  of a trade or business in the United States.
  
              (e)  For any period with respect to which a Bank has
  failed to provide the Borrower or the Agent with the
  appropriate form pursuant to Section 8.4(d) (unless such
  failure is due to a change in treaty, law or regulation
  occurring subsequent to the date on which such form
  originally was required to be provided), such Bank shall not
  be entitled to indemnification under Section 8.4(b) or (c)
  with respect to Taxes imposed by the United States; provided
  that if a Bank, which is otherwise exempt from or subject to
  a reduced rate of withholding tax, becomes subject to Taxes
  because of its failure to deliver a form required hereunder,
  the Borrower shall take such steps (at the expense of such
  Bank) as such Bank shall reasonably request to assist such
  Bank to recover such Taxes.
  
              (f)  If the Borrower is required to pay additional
  amounts to or for the account of any Bank pursuant to this
  Section, then such Bank will change the jurisdiction of its
  Applicable Lending Office if, in the judgment of such Bank,
  such change (i) will eliminate or reduce any such additional
  payment which may thereafter accrue and (ii) is not
  otherwise disadvantageous to such Bank in its sole judgment.
  
              SECTION 8.5.  Base Rate Loans Substituted for
  Affected Fixed Rate Loans.  If (i) the obligation of any
  Bank to make, or convert outstanding Loans to, Euro-Dollar
  Loans has been suspended pursuant to Section 8.2 or (ii) any
  Bank has demanded compensation under Section 8.3 or 8.4 with
  respect to its CD Loans or Euro-Dollar Loans and the
  Borrower shall, by at least five Euro-Dollar Business Days'
  prior notice to such Bank through the Agent, have elected
  that the provisions of this Section shall apply to such
  Bank, then, unless and until such Bank notifies the Borrower
  that the circumstances giving rise to such suspension or
  demand for compensation no longer exist:
  
              (a)  all Loans which would otherwise be made by such
           Bank as (or continued as or converted into) CD Loans or
           Euro-Dollar Loans, as the case may be, shall instead be
           Base Rate Loans (on which interest and principal shall be
           payable contemporaneously with the related Fixed Rate
           Loans of the other Banks); and
  
              (b)  after each of its CD Loans or Euro-Dollar
           Loans, as the case may be, has been repaid (or converted
           to a Base Rate Loan), all payments of principal which
           would otherwise be applied to repay such Fixed Rate Loans
           shall be applied to repay its Base Rate Loans instead.
  
  If such Bank notifies the Borrower that the circumstances
  giving rise to such notice no longer apply, the principal
  amount of each such Base Rate Loan shall be converted into a
  CD Loan or Euro-Dollar Loan, as the case may be, on the
  first day of the next succeeding Interest Period applicable
  to the related CD Loans or Euro-Dollar Loans of the other
  Banks.
  
              SECTION 8.6.  Replacement of Bank.
  
              (a)  In the event that:
  
                   (i)  any Bank requests compensation pursuant to
                     Section 8.3 or 8.4 hereof;
  
                   (ii)  the obligation of any Bank to make Euro-
                     Dollar Loans or to continue, or to convert Base
                     Rate Loans into, Euro-Dollar Loans shall be
                     suspended pursuant to Section 8.2 hereof;
  
                   (iii)  any Bank becomes insolvent or fails to
                     make any Loan in response to a timely Notice of
                     Borrowing where the Required Banks have made
                     the respective Loans to be made by them in
                     response to such notice; or
  
                   (iv)  any Bank fails or refuses to agree to a
                     request by the Borrower to amend or waive, or
                     to grant any consent under, any provision of
                     the Agreement under circumstances when such
                     amendment, waiver or consent has been approved
                     by the Required Banks, such amendment, waiver
                     or consent requires the approval of all of the
                     Banks to be effective and such failure or
                     refusal is evidenced by (x) written objection
                     by such Bank to any such request made to it by
                     the Agent in writing describing such amendment,
                     waiver or requested consent in principle,
                     (y) failure by such Bank to respond in writing
                     to any such request so made to it on or before
                     the 15th Domestic Business Day after it
                     receives such request, or (z) failure by such
                     Bank to execute and deliver definitive
                     documentation furnished to it by the Agent to
                     effectuate any such amendment, waiver or
                     consent on or before the 15th Domestic Business
                     Day after it receives such documentation;
  
              then, so long as such condition exists, the Borrower
  may either:
  
                   (1)  designate another financial institution
                     (such financial institution being herein called
                     a "Replacement Bank") acceptable to the Agent
                     (which acceptance will not be unreasonably
                     withheld) and which is not an Affiliate of the
                     Borrower, to assume such Bank's Commitment
                     hereunder and to purchase the Loans of such
                     Bank and such Bank's rights under this
                     Agreement and the Note held by such Bank, all
                     without recourse to or representation or
                     warranty by, or expense to such Bank, for a
                     purchase price equal to the outstanding
                     principal amount of the Loans payable to such
                     Bank plus any accrued but unpaid interest on
                     such Loans and accrued but unpaid fees owing to
                     such Bank plus any amounts payable to such Bank
                     under Section 2.13 hereof calculated as if such
                     purchase constituted a prepayment of Loans plus
                     any other amounts payable to such Bank under
                     this Agreement, and upon such assumption,
                     purchase and substitution, and subject to the
                     execution and delivery to the Agent by the
                     Replacement Bank of documentation satisfactory
                     to the Agent (pursuant to which such
                     Replacement Bank shall assume the obligations
                     of such original Bank under this Agreement),
                     the Replacement Bank shall succeed to the
                     rights and obligations of such Bank hereunder;
                     or
  
                   (2)  with the prior written consent of the
                     Required Banks, pay to such Bank the
                     outstanding principal amount of the Loans
                     payable to such Bank plus any accrued but
                     unpaid interest on such Loans and accrued but
                     unpaid fees owing to such Bank plus any amounts
                     payable to such Bank under Section 2.13 hereof
                     calculated as if such purchase constituted a
                     prepayment of Loans.  In the event that the
                     Borrower exercises its rights under the
                     preceding sentence, the Bank against which such
                     rights are exercised shall no longer be a party
                     hereto or have any rights or obligations
                     hereunder;
  
                     provided that the obligations of the Borrower
                     to such Bank under Article 8 and Section 9.3
                     hereof with respect to events occurring or
                     obligations arising before or as a result of
                     such replacement shall survive such exercise.
  
              (b)  If the Borrower exercises its rights under
                clause (2) of Section 8.6(a) hereof, the Borrower
                may, not later than 180 days after such exercise,
                designate a Replacement Bank acceptable to the Agent
                (which acceptance will not be unreasonably withheld)
                and which is not an Affiliate of the Borrower, to
                assume a Commitment or, if the Commitments have
                terminated, to make a Loan or Loans hereunder in an
                amount not greater than the Commitment or Loans, as
                the case may be, of the Bank against which such
                rights were exercised and, subject to the execution
                and delivery to the Agent by the Replacement Bank of
                documentation satisfactory to the Agent the
                Replacement Bank shall become party to this
                Agreement as a Bank.
  
  
                               ARTICLE 9
  
                             MISCELLANEOUS
  
  
              SECTION 9.1.  Notices.  All notices, requests and
  other communications to any party hereunder shall be in
  writing (including bank wire, telex, facsimile transmission
  or similar writing) and shall be given to such party: 
  (a) in the case of the Borrower or the Agent, at its
  address, facsimile number or telex number set forth on the
  signature pages hereof, (b) in the case of any Bank, at its
  address, facsimile number or telex number set forth in its
  Administrative Questionnaire or (c) in the case of any
  party, such other address, facsimile number or telex number
  as such party may hereafter specify for the purpose by
  notice to the Agent and the Borrower.  Each such notice,
  request or other communication shall be effective (i) if
  given by telex, when such telex is transmitted to the telex
  number specified in this Section and the appropriate
  answerback is received, (ii) if given by facsimile
  transmission, when transmitted to the facsimile number
  specified in this Section and confirmation of receipt is
  received, (iii) if given by mail, 72 hours after such
  communication is deposited in the mails with first-class
  postage prepaid, addressed as aforesaid or (iv) if given by
  any other means, when delivered at the address specified in
  this Section; provided that notices to the Agent under
  Article 2 or Article 8 shall not be effective until
  received.
  
              SECTION 9.2.   No Waivers.  No failure or delay by
  the Agent or any Bank in exercising any right, power or
  privilege hereunder or under any Note shall operate as a
  waiver thereof nor shall any single or partial exercise
  thereof preclude any other or further exercise thereof or
  the exercise of any other right, power or privilege.  The
  rights and remedies herein provided shall be cumulative and
  not exclusive of any rights or remedies provided by law.
  
              SECTION 9.3.   Expenses; Indemnification.  (a)  The
  Borrower shall pay (i) all reasonable out-of-pocket expenses
  of the Agent and each Co-Arranger, including reasonable fees
  and disbursements of Cravath, Swaine & Moore, special
  counsel for the Agent and the Co-Arrangers, in connection
  with the preparation of this Agreement, the syndication
  contemplated by Section 5.13, any waiver or consent
  hereunder or any amendment hereof or any Default hereunder
  and (ii) if an Event of Default occurs, all reasonable
  out-of-pocket expenses incurred by the Agent and each Bank,
  including (without duplication) the reasonable fees and
  disbursements of outside counsel and the allocated cost of
  inside counsel, in connection with such Event of Default and
  collection, bankruptcy, insolvency and other enforcement
  proceedings resulting therefrom. 
  
              (b)  The Borrower agrees to indemnify the Agent and
  each Bank, their respective affiliates and the respective
  directors, officers, agents and employees of the foregoing
  (each an "Indemnitee") and hold each Indemnitee harmless
  from and against any and all liabilities, losses, damages,
  costs and expenses of any kind, including, without
  limitation, the reasonable fees and disbursements of
  counsel, which may be incurred by such Indemnitee in
  connection with any investigative, administrative or
  judicial proceeding (whether or not such Indemnitee shall be
  designated a party thereto) brought or threatened relating
  to the Commitments, the Loans or any actual or proposed use
  of proceeds of Loans hereunder; provided that no Indemnitee
  shall have the right to be indemnified hereunder for such
  Indemnitee's own gross negligence or willful misconduct.
  
              SECTION 9.4.  Sharing of Set-Offs.  Each Bank agrees
  that if it shall, by exercising any right of set-off or
  counterclaim or otherwise, receive payment of a proportion
  of the aggregate amount of principal and interest due with
  respect to any Note held by it which is greater than the
  proportion received by any other Bank in respect of the
  aggregate amount of principal and interest due with respect
  to any Note held by such other Bank, the Bank receiving such
  proportionately greater payment shall purchase such
  participations in the Notes held by the other Banks, and
  such other adjustments shall be made, as may be required so
  that all such payments of principal and interest with
  respect to the Notes held by the Banks shall be shared by
  the Banks pro rata; provided that nothing in this
  Section shall impair the right of any Bank to exercise any
  right of set-off or counterclaim it may have and to apply
  the amount subject to such exercise to the payment of
  indebtedness of the Borrower other than its indebtedness
  hereunder.  The Borrower agrees, to the fullest extent it
  may effectively do so under applicable law, that any holder
  of a participation in a Note, whether or not acquired
  pursuant to the foregoing arrangements, may exercise rights
  of set-off or counterclaim and other rights with respect to
  such participation as fully as if such holder of a
  participation were a direct creditor of the Borrower in the
  amount of such participation.
  
              SECTION 9.5.  Amendments and Waivers.  Any provision
  of this Agreement or the Notes may be amended or waived if,
  but only if, such amendment or waiver is in writing and is
  signed by the Borrower and the Required Banks (and, if the
  rights or duties of the Agent are affected thereby, by the
  Agent); provided that no such amendment or waiver shall,
  unless signed by all the Banks, (i) increase or decrease the
  Commitment of any Bank (except for a ratable decrease in the
  Commitments of all Banks) or subject any Bank to any
  additional obligation, (ii) reduce the principal of or rate
  of interest on any Loan, or any fees hereunder,
  (iii) postpone the date fixed for any payment of principal
  of or interest on any Loan, or any fees hereunder or for the
  scheduled termination of any Commitment or (iv) change the
  percentage of the Commitments or of the aggregate unpaid
  principal amount of the Notes, or the number of Banks, which
  shall be required for the Banks or any of them to take any
  action under this Section or any other provision of this
  Agreement.
  
              SECTION 9.6.  Successors and Assigns.  (a)  The
  provisions of this Agreement shall be binding upon and inure
  to the benefit of the parties hereto and their respective
  successors and assigns, except that the Borrower may not
  assign or otherwise transfer any of its rights under this
  Agreement without the prior written consent of all Banks.
  
              (b)  Any Bank may at any time grant to one or more
  banks or other institutions (each a "Participant")
  participating interests in its Commitment or any or all of
  its Loans.  In the event of any such grant by a Bank of a
  participating interest to a Participant, whether or not upon
  notice to the Borrower and the Agent, such Bank shall remain
  responsible for the performance of its obligations
  hereunder, and the Borrower and the Agent shall continue to
  deal solely and directly with such Bank in connection with
  such Bank's rights and obligations under this Agreement. 
  Any agreement pursuant to which any Bank may grant such a
  participating interest shall provide that such Bank shall
  retain the sole right and responsibility to enforce the
  obligations of the Borrower hereunder including, without
  limitation, the right to approve any amendment, modification
  or waiver of any provision of this Agreement; provided that
  such participation agreement may provide that such Bank will
  not agree to any modification, amendment or waiver of this
  Agreement described in clause (i), (ii), (iii), or (iv) of
  Section 9.5 without the consent of the Participant.  The
  Borrower agrees that each Participant shall, to the extent
  provided in its participation agreement, be entitled to the
  benefits of Article 8 with respect to its participating
  interest.  An assignment or other transfer which is not
  permitted by subsection (c) or (d) below shall be given
  effect for purposes of this Agreement only to the extent of
  a participating interest granted in accordance with this
  subsection (b).
  
              (c)  Any Bank may at any time assign to one or more
  banks or other institutions (each an "Assignee") all, or a
  proportionate part (equivalent to an initial Commitment of
  not less than $15,000,000) of all, of its rights and
  obligations under this Agreement and the Notes, and such
  Assignee shall assume such rights and obligations, pursuant
  to an Assignment and Assumption Agreement in substantially
  the form of Exhibit C hereto executed by such Assignee and
  such transferor Bank, with (and subject to) the subscribed
  consent of the Borrower and the Agent, which shall not be
  unreasonably withheld; provided that if an Assignee is an
  affiliate of such transferor Bank or was a Bank immediately
  prior to such assignment, no such consent shall be required. 
  Upon execution and delivery of such instrument and payment
  by such Assignee to such transferor Bank of an amount equal
  to the purchase price agreed between such transferor Bank
  and such Assignee, such Assignee shall be a Bank party to
  this Agreement and shall have all the rights and obligations
  of a Bank with a Commitment as set forth in such instrument
  of assumption, and the transferor Bank shall be released
  from its obligations hereunder to a corresponding extent,
  and no further consent or action by any party shall be
  required.  Upon the consummation of any assignment pursuant
  to this subsection (c), the transferor Bank, the Agent and
  the Borrower shall make appropriate arrangements so that, if
  required, a new Note is issued to the Assignee.  In
  connection with any such assignment, the transferor Bank
  shall pay to the Agent an administrative fee for processing
  such assignment in the amount of $2,500.  If the Assignee is
  not incorporated under the laws of the United States, it
  shall deliver to the Borrower and the Agent certification as
  to exemption from deduction or withholding of any United
  States federal income taxes in accordance with Section 8.4.
  
              (d)  Any Bank may at any time assign all or any
  portion of its rights under this Agreement and its Note to a
  Federal Reserve Bank.  No such assignment shall release the
  transferor Bank from its obligations hereunder.
  
              (e)  No Assignee, Participant or other transferee of
  any Bank's rights shall be entitled to receive any greater
  payment under Section 8.3 or 8.4 than such Bank would have
  been entitled to receive with respect to the rights
  transferred, unless such transfer is made with the
  Borrower's prior written consent or by reason of the
  provisions of Section 8.2, 8.3 or 8.4 requiring such Bank to
  designate a different Applicable Lending Office under
  certain circumstances or at a time when the circumstances
  giving rise to such greater payment did not exist.
  
              SECTION 9.7.   Collateral.  Each of the Banks
  represents to the Agent and each of the other Banks that it
  in good faith is not relying upon any "margin stock" (as
  defined in Regulation U) as collateral in the extension or
  maintenance of the credit provided for in this Agreement.
  
              SECTION 9.8.  Governing Law; Submission to
  Jurisdiction.  This Agreement and each Note shall be
  governed by and construed in accordance with the laws of the
  State of New York.  The Borrower hereby submits to the
  nonexclusive jurisdiction of the United States District
  Court for the Southern District of New York and of any New
  York State court sitting in New York City for purposes of
  all legal proceedings arising out of or relating to this
  Agreement or the transactions contemplated hereby.  The
  Borrower irrevocably waives, to the fullest extent permitted
  by law, any objection which it may now or hereafter have to
  the laying of the venue of any such proceeding brought in
  such a court and any claim that any such proceeding brought
  in such a court has been brought in an inconvenient forum.
  
              SECTION 9.9.  Counterparts; Integration;
  Effectiveness.  This Agreement may be signed in any number
  of counterparts, each of which shall be an original, with
  the same effect as if the signatures thereto and hereto were
  upon the same instrument.  This Agreement constitutes the
  entire agreement and understanding among the parties hereto
  and supersedes any and all prior agreements and
  understandings, oral or written, relating to the subject
  matter hereof.  This Agreement shall become effective upon
  receipt by the Agent of counterparts hereof signed by each
  of the parties hereto (or, in the case of any party as to
  which an executed counterpart shall not have been received,
  receipt by the Agent in form satisfactory to it constituting
  delivery of telegraphic, telex, facsimile or other written
  confirmation from such party of execution of a counterpart
  hereof by such party).
  
              SECTION 9.10.   WAIVER OF JURY TRIAL.  EACH OF THE
  BORROWER, THE AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVES
  ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
  ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
  TRANSACTIONS CONTEMPLATED HEREBY.
  
    <PAGE>
              IN WITNESS WHEREOF, the parties hereto have caused
  this Agreement to be duly executed by their respective
  authorized officers as of the day and year first above
  written.
  
                                  CENTRAL AND SOUTH WEST
                                    CORPORATION,
  
                                  By /s/ Stephen J. McDonnell
                                     Name:  Stephen J. McDonnell
                                     Title: Treasurer
                                     Address:  
                                      1616 Woodall Rodgers Freeway
                                      Dallas, TX 65202
                                     Telex:
                                     Facsimile:  (214) 777-3067
  
  
  Commitments
  
  $283,333,333               CITIBANK, N.A.,
  
                                  By /s/ Sandip Sen    
                                     Name:  Sandip Sen
                                     Title: Attorney-in-fact
                                     Address:
                                      399 Park Avenue
                                      New York, NY 10043
                                     Telex:
                                     Facsimile:  (212) 793-6130
  
  
  $283,333,333               CREDIT SUISSE,
  
                                  By /s/ David J. Worthington
                                     Name:  David J. Worthington
                                     Title: Member of Senior
                                            Management
                                     Address:
                                      633 West Fifth Street
                                      64th Floor
                                      Los Angeles, CA 90071
                                     Telex:  67227
                                     Facsimile:  (213) 955-8245
  
                                  By /s/ Marilou Palenzuela
                                     Name:  Marilou Palenzuela
                                     Title: Member of Senior
                                            Management     
  
  
  $283,333,334               UNION BANK OF SWITZERLAND,
  
  
                                  By /s/ Michael F. Donohue, Jr.
                                     Name:  Michael F. Donohue, Jr.
                                     Title: Managing Director
                                     Address:
                                      299 Park Avenue
                                      New York, NY 10022
                                     Telex:
                                     Facsimile:  (212) 821-3383
  
  
                                  By /s/ Bruce T. Richards
                                     Name:  Bruce T. Richards
                                     Title: Managing Director
  
  
  _________________________
  Total Commitments
  $850,000,000
  
  
                                  UNION BANK OF SWITZERLAND, as
                                  Agent,
  
  
  
                                  By /s/ Michael F. Donohue, Jr.
                                     Name:  Michael F. Donohue, Jr.
                                     Title: Managing Director
                                     Address:
                                      299 Park Avenue
                                      New York, NY 10022
                                     Telex:
                                     Facsimile:  (212) 821-3383
  
  
                                  By /s/ Bruce T. Richards
                                     Name:  Bruce T. Richards
                                     Title: Managing Director
<PAGE>
                           PRICING SCHEDULE
  
                Each of "Euro-Dollar Margin" and "CD Margin"
  means, for any date, the rates set forth below in the row
  opposite such term and in the column corresponding to the
  "Pricing Level" that applies at such date:
  
  



                       Level I     Level II     Level III

CD Margin               0.425%      0.475%       0.625%

Euro-Dollar             0.300%      0.350%       0.500%



              For purposes of this Schedule, the following terms have
the following meanings: 

              "D&P" means Duff & Phelps Credit Rating Co. or any
successor thereto.

              "Level I Pricing" applies at any date if, at such date,
the Borrower's commercial paper ratings achieve at least two of
the following three ratings thresholds: (x) A-1 or higher by S&P,
(y) P-1 or higher by Moody's or (z) D-1 or higher by D&P.

              "Level II Pricing" applies at any date if, at such
date, (i) the Borrower's commercial paper ratings achieve at
least two of the following three ratings thresholds: (x) A-2 or
higher by S&P, (y) P-2 or higher by Moody's or (z) D-2 or higher
by D&P and (ii) Level I Pricing does not apply.

              "Level III Pricing" applies at any date if, at such
date, no other Pricing Level applies.

              "Moody's" means Moody's Investors Service, Inc. or any
successor thereto.

              "Pricing Level" refers to the determination of which of
Level I, Level II or Level III Pricing applies at any date.

              "S&P" means Standard & Poor's Ratings Service or any
successor thereto.

The credit ratings to be utilized for purposes of this Schedule
are those assigned to the unsecured commercial paper of the
Borrower without third-party credit enhancement, and any rating
assigned to any other debt security of the Borrower shall be
disregarded.  The rating in effect at any date is that in effect
at the close of business on such date.

<PAGE>

                                 Exhibits
  
<PAGE>
                                                       EXHIBIT A - Note
  
  
  
                                 NOTE
  
  
  
  $[          ]                        New York, New York
                                            ___________ __, 199_
  
  
  
  
              For value received, Central and South West
  Corporation, a Delaware corporation (the "Borrower"),
  promises to pay to the order of ______________________ (the
  "Bank"), for the account of its Applicable Lending Office,
  the lesser of (i) $[    ] and (ii) the unpaid principal
  amount of each Loan made by the Bank to the Borrower
  pursuant to the Credit Agreement referred to below on the
  maturity date provided for in the Credit Agreement.  The
  Borrower promises to pay interest on the unpaid principal
  amount of each such Loan on the dates and at the rate or
  rates provided for in the Credit Agreement.  All such
  payments of principal and interest shall be made in lawful
  money of the United States in Federal or other immediately
  available funds at the office of Union Bank of Switzerland,
  New York, New York.
  
              All Loans made by the Bank, the respective types
  thereof and all prepayments and repayments of the principal
  thereof shall be recorded by the Bank and, if the Bank so
  elects in connection with any transfer or enforcement
  hereof, appropriate notations to evidence the foregoing
  information with respect to each such Loan then outstanding
  may be endorsed by the Bank on the schedule attached hereto,
  or on a continuation of such schedule attached to and made a
  part hereof; provided that the failure of the Bank to make
  any such recordation or endorsement shall not affect the
  obligations of the Borrower hereunder or under the Credit
  Agreement.
  
              This note is one of the Notes referred to in the
  Credit Agreement dated as of November 6, 1995 among Central
  and South West Corporation, the banks listed on the
  signature pages thereof and Union Bank of Switzerland, as
  Agent (as the same may be amended from time to time, the
  "Credit Agreement").  Terms defined in the Credit Agreement
  are used herein with the same meanings.  Reference is made
  to the Credit Agreement for provisions for the prepayment
  hereof and the acceleration of the maturity hereof.
  
  
                                  Central and South West
                                    Corporation
  
  
  
  
                                  By____________________
                                    Name:
                                    Title:
  
<PAGE>
                    LOANS AND PAYMENTS OF PRINCIPAL
  

__________________________________________________________________________

                Amount      Type      Amount of
                  of         of       Principal     Notation
        Date     Loan       Loan       Repaid       Made By
__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________ 
<PAGE>
                EXHIBIT B - Opinion of Special Counsel for the Borrower
  
  
  
                              OPINION OF
                        VINSON & ELKINS L.L.P.
  
  
                                  ________________,  199_
  
  
  To the Banks and the Agent
    Referred to Below
  c/o Union Bank of Switzerland
    as Agent
  299 Park Avenue
  New York, New York  10017
  
  Dear Sirs:
  
         We have acted as special counsel to Central and
  South West Corporation (the "Borrower") in connection with
  the Credit Agreement (the "Credit Agreement") dated as of
  November 6, 1995 between the Borrower, the banks listed on
  the signature pages thereof and Union Bank of Switzerland,
  as Agent.  Except as otherwise provided herein, terms
  defined in the Credit Agreement are used herein as defined
  therein.  This opinion is being delivered pursuant to
  Section 3.1(b) of the Credit Agreement.
  
         In rendering the opinions expressed below, we have
  examined the following agreements, instruments and other
  documents:
  
         (a)  the Credit Agreement;
  
         (b)  the promissory notes executed and delivered by
                the Borrower under the Credit Agreement on the
                date hereof (the "Notes"); and
  
         (c)  such records of the Borrower and such other
                documents as we have deemed necessary as a
                basis for the opinions expressed below.
  
         In our examination, we have assumed the genuineness
  of all signatures, the authenticity of all documents
  submitted to us as originals and the conformity with
  authentic original documents of all documents submitted to
  us as copies.  When relevant facts were not independently
  established, we have relied upon statements of governmental
  officials and upon representations made in or pursuant to
  the Credit Agreement and certificates of appropriate
  representatives of the Borrower.
  
         In rendering the opinions expressed below, we have
  assumed, with respect to all of the documents referred to in
  this opinion letter, that (except, to the extent set forth
  in the opinions expressed below, as to the Borrower):
  
         (i)       such documents have been duly authorized
                     by, have been duly executed and delivered
                     by, and constitute legal, valid and
                     binding and enforceable obligations of,
                     all of the parties to such documents;
  
         (ii)      all signatories to such documents have
                     been duly authorized; and
  
         (iii)     all of the parties to such documents are
                     duly organized and validly existing and
                     have the power and authority (corporate or
                     other) to execute, deliver and perform
                     such documents.
  
         Based upon and subject to the foregoing and subject
  also to the comments and qualifications set forth below, and
  having considered such questions of law as we have deemed
  necessary as a basis for the opinions expressed below, we
  are of the opinion that:
  
         1.  The Borrower is a corporation validly existing
  and in good standing under the laws of the State of Delaware
  and has all corporate powers required to carry on its
  business described in its Annual Report on Form 10-K for the
  year ended December 31, 1994 (the "10-K").
  
         2.  The execution, delivery and performance by the
  Borrower of the Credit Agreement and the Notes, and the
  borrowings by the Borrower under the Credit Agreement, are
  within the corporate powers of the Borrower, have been duly
  authorized by all necessary corporate action on the part of
  the Borrower and require no action by or in respect of, or
  filing with, any governmental or regulatory authority or
  agency of the United States of America or the State of New
  York, except for the order of the Commission adopted
  pursuant to the Public Utility Holding Company Act of 1935,
  as amended (the "Act") (Release No. 35-26156; International
  Series Release No. 743; 70-8423) as amended by order of the
  Commission (Release No. 35-26383) (jointly called the
  "Order") which has been obtained and is in full force and
  effect, and do not contravene, or constitute a default
  under, any provision of applicable law or regulation or of
  the certificate of incorporation or by-laws of the Borrower
  or of any agreement or instrument governing Material Debt of
  the Borrower or of any material agreement, judgment,
  injunction, order, decree or other material instrument
  binding upon the Borrower or result in the creation or
  imposition of any Lien on any asset of the Borrower.
  
         3.  The Credit Agreement and the Notes constitute
  the legal, valid and binding obligations of the Borrower,
  enforceable against it in accordance with their respective
  terms, except as may be limited by bankruptcy, insolvency,
  reorganization, moratorium or other similar laws relating to
  or affecting the rights of creditors generally and except as
  the enforceability of the Credit Agreement and the Notes is
  subject to the application of general principles of equity
  (regardless of whether considered in a proceeding in equity
  or at law), including, without limitation, (a) the possible
  unavailability of specific performance, injunctive relief or
  any other equitable remedy and (b) concepts of materiality,
  reasonableness, good faith and fair dealing.
  
         The foregoing opinions are subject to the following
  comments and qualifications:
  
         (A)  The enforceability of Section 9.3 of the Credit
      Agreement may be limited by laws limiting the
      enforceability of provisions exculpating or exempting a
      party, or requiring indemnification of a party for,
      liability for its own action or inaction to the extent
      the action or inaction involves gross negligence,
      recklessness, willful misconduct or unlawful conduct.
  
         (B)  The enforceability of provisions in the Credit
      Documents to the effect that terms may not be waived or
      modified except in writing may be limited under certain
      circumstances.
  
         (C)  We express no opinion as to (i) the effect of
      the laws of any jurisdiction in which any Bank is located
      (other than the State of New York) that limit the
      interest, fees or other charges such Bank may impose
      and (ii) the second sentence of Section 9.8 of the Credit
      Agreement, insofar as such sentence relates to the
      subject matter jurisdiction of the United States District
      Court for the Southern District of New York to adjudicate
      any controversy related to any of the Credit Documents. 
  
         (D)  We express no opinion as to the enforceability
      of the following provisions set forth in the Credit
      Agreement:
  
              (i)  provisions purporting to waive rights to
                     notice, jury trial, or other rights or
                     benefits that cannot be waived under
                     applicable law;
  
              (ii) provisions providing that remedies are
                     cumulative; and
  
              (iii)     provisions that decisions by a party are
                          conclusive.
  
         (E)  With respect to our opinions expressed in
      paragraph 2 above, we have not undertaken any special
      examination of the files of the Borrower or any public
      records of judgments, injunctions, orders or decrees
      applicable to the Borrower.  We have, with your
      permission, limited our review of (i) material agreements
      and material instruments to those agreements and
      instruments listed as material in the exhibit index in
      the 10-K and (ii) any Material Debt of the Borrower,
      judgments, injunctions, orders and decrees binding on the
      Borrower to those identified as such in the Certificate
      of an officer of the Borrower attached hereto.  We
      express no opinion as to compliance with accounting or
      financial covenants or requirements contained in any of
      the aforesaid orders, decrees, Material Debt, material
      agreements or instruments.
  
         (F)  In connection with the opinions expressed in
      paragraph 2 above, we note that the authority under the
      Order for recourse borrowings and investment by the
      Borrower and its subsidiaries in exempt wholesale
      generators (as defined in Section 32(e) of the Act) and
      foreign utility companies (as defined in Section 33(a) of
      the Act) is limited to 50% of the Borrower's
      "consolidated retained earnings" as determined in
      accordance with Rule 53(a)(1)(ii).  
  
         The foregoing opinions are limited to matters
  involving the federal laws of the United States, the
  Delaware General Corporation Law and the law of the State of
  New York, and we do not express any opinion as to the laws
  of any other jurisdiction.
  
         At the request of our client, this opinion letter
  is, pursuant to Section 3.1(b) of the Credit Agreement,
  provided to you by us in our capacity as counsel to the
  Borrower and may not be relied upon by any other Person
  (except that any Person that becomes a party to the Credit
  Agreement as a Bank after the date hereof may rely upon this
  opinion as if it were addressed to such Person as of the
  date hereof) or for any purpose other than in connection
  with the transactions contemplated by the Credit Agreement
  without, in each instance, our prior written consent.
  
                        Very truly yours,
<PAGE>
           EXHIBIT C - Opinion of Special Counsel for the Agent and the
              Co-Arrangers
  
  
  
  
                              OPINION OF
                        CRAVATH, SWAINE & MOORE
  
  
  
  
  
                                                 ______________, 1995
                                                                       
  
                                   
                  Central and South West Corporation
                     $850,000,000 Credit Agreement
                     dated as of November 6, 1995
                                   
                                   
                                          Ladies and Gentlemen:
     
              We have acted as special counsel to Union Bank of
     Switzerland, in its capacity as administrative agent (the
     "Agent"), and Citibank, N.A., Credit Suisse and Union Bank
     of Switzerland, in their respective capacities as Co-
     Arrangers, in connection with the preparation, execution and
     delivery of the Credit Agreement dated as of November 6,
     1995 (the "Credit Agreement"), among Central and South West
     Corporation (the "Borrower"), the Banks named therein (the
     "Banks") and the Agent.  In that connection, we have
     examined executed counterpart copies of the Credit Agreement
     and executed copies of the Notes.
     
              In rendering our opinion, we have with your
     consent assumed (i) the due authorization, execution and
     delivery of the Credit Agreement by each party thereto and
     (ii) the authenticity of all documents submitted to us as
     originals and the conformity to original documents of all
     documents submitted to us as copies.
     
              Based upon the foregoing, we are of opinion that
     the Credit Agreement and the Notes constitute the legal,
     valid and binding obligations of the Borrower, enforceable
     against the Borrower in accordance with their respective
     terms, subject to applicable bankruptcy, insolvency,
     fraudulent transfer, reorganization, moratorium and other
     laws affecting creditors' rights generally from time to time
     in effect and to general equitable principles (including,
     without limitation, concepts of materiality, reasonableness,
     good faith and fair dealing), regardless of whether such
     enforceability is considered in a proceeding in equity or at
     law.  In addition, (i) we note that insofar as provisions
     contained in the Credit Agreement provide for
     indemnification, the enforcement thereof may be limited by
     public policy considerations, (ii) we express no opinion as
     to the last sentence of Section 9.4 of the Credit Agreement
     and (iii) we express no opinion as to the effect of the law
     of any jurisdiction other than the State of New York wherein
     any Bank may be located or wherein enforcement of the Credit
     Agreement or any Note may be sought that limits rates of
     interest legally chargeable or collectable.
     
              We are admitted to practice only in the State of
     New York and express no opinion as to matters governed by
     any laws other than the laws of the State of New York and
     the Federal laws of the United States of America.  This
     opinion is being delivered to you pursuant to Section 3.1(c)
     of the Credit Agreement, and may not be relied upon by any
     other person without our prior written consent, except that
     any person that becomes a party to the Credit Agreement as a
     Bank after the date hereof may rely upon this opinion as if
     it were addressed to such person as of the date hereof.
     
     
     Very truly yours,
     
     
     
     
     The Agent and the Banks 
     Referred to Above 
        In care of Union Bank of Switzerland
           as Agent
              299 Park Avenue
                 New York, New York 10017
     
     120A
     

            EXHIBIT D - Assignment and Assumption Agreement
  
  
  
                  ASSIGNMENT AND ASSUMPTION AGREEMENT
  
  
  
  
      AGREEMENT dated as of _________, 19__ among <NAME OF
  ASSIGNOR> (the "Assignor"), <NAME OF ASSIGNEE> (the
  "Assignee"), CENTRAL AND SOUTH WEST CORPORATION (the
  "Borrower") and UNION BANK OF SWITZERLAND, as Agent (the
  "Agent").
  
      WHEREAS, this Assignment and Assumption Agreement (the
  "Agreement") relates to the Credit Agreement dated as of
  November 6, 1995 among the Borrower, the Assignor and the
  other Banks party thereto, as Banks, and the Agent (the
  "Credit Agreement");
  
      [WHEREAS, as provided under the Credit Agreement, the
  Assignor has a Commitment to make Loans to the Borrower in
  an aggregate principal amount at any time outstanding not to
  exceed $__________;]
  
      WHEREAS, Loans made to the Borrower by the Assignor
  under the Credit Agreement in the aggregate principal amount
  of $__________ are outstanding at the date hereof; and
  
      WHEREAS, the Assignor proposes to assign to the
  Assignee all of the rights of the Assignor under the Credit
  Agreement in respect of a portion of its [Commitment]
  [Loans] thereunder in an amount equal to $__________ (the
  "Assigned Amount"), and the Assignee proposes to accept
  assignment of such rights and assume the corresponding
  obligations from the Assignor on such terms;
  
      NOW, THEREFORE, in consideration of the foregoing and
  the mutual agreements contained herein, the parties hereto
  agree as follows:
  
      Section 1.  Definitions.  All capitalized terms not
  otherwise defined herein shall have the respective meanings
  set forth in the Credit Agreement.
  
      Section 2.  Assignment.  The Assignor hereby assigns
  and sells to the Assignee all of the rights of the Assignor
  under the Credit Agreement to the extent of the Assigned
  Amount, and the Assignee hereby accepts such assignment from
  the Assignor and assumes all of the obligations of the
  Assignor under the Credit Agreement to the extent of the
  Assigned Amount, including the purchase from the Assignor of
  the corresponding portion of the principal amount of the
  Loans made by the Assignor outstanding at the date hereof. 
  Upon the execution and delivery hereof by the Assignor, the
  Assignee, [the Borrower and the Agent] and the payment of
  the amounts specified in Section 3 required to be paid on
  the date hereof (i) the Assignee shall, as of the date
  hereof, succeed to the rights and be obligated to perform
  the obligations of a Bank under the Credit Agreement [with a
  Commitment in an amount equal to the Assigned Amount],
  and (ii) [the Commitment of the Assignor shall, as of the
  date hereof, be reduced by a like amount] and the Assignor
  released from its obligations under the Credit Agreement to
  the extent such obligations have been assumed by the
  Assignee.  The assignment provided for herein shall be
  without recourse to the Assignor.
  
      Section 3.  Payments.  As consideration for the
  assignment and sale contemplated in Section 2 hereof, the
  Assignee shall pay to the Assignor on the date hereof in
  Federal funds the amount heretofore agreed between them. It
  is understood that commitment and/or facility fees accrued
  to the date hereof are for the account of the Assignor and
  such fees accruing from and including the date hereof are
  for the account of the Assignee.  Each of the Assignor and
  the Assignee hereby agrees that if it receives any amount
  under the Credit Agreement which is for the account of the
  other party hereto, it shall receive the same for the
  account of such other party to the extent of such other
  party's interest therein and shall promptly pay the same to
  such other party.

--------
      1 Amounts should combine prinicpal together with accrued
interest and breakage compensation, if any, to be paid by the
Assignee, net of any portion of any upfront fee to be paid by the
Assignor to the Assignee.  It may be preferable in an appropriate
case to specify these amounts generically or by formula rather
than as a fixed sum.



      [Section 4.  Consent of the Borrower and the Agent. 
  This Agreement is conditioned upon the consent of the
  Borrower and the Agent pursuant to Section 9.6(c) of the
  Credit Agreement.  The execution of this Agreement by the
  Borrower and the Agent is evidence of this consent. 
  Pursuant to Section 9.6(c), the Borrower agrees to execute
  and deliver a Note payable to the order of the Assignee to
  evidence the assignment and assumption provided for herein.]
  
      Section 5.  Non-Reliance on Assignor.  The Assignor
  makes no representation or warranty in connection with, and
  shall have no responsibility with respect to, the solvency,
  financial condition, or statements of the Borrower, or the
  validity and enforceability of the obligations of the
  Borrower in respect of the Credit Agreement or any Note. 
  The Assignee acknowledges that it has, independently and
  without reliance on the Assignor, and based on such
  documents and information as it has deemed appropriate, made
  its own credit analysis and decision to enter into this
  Agreement and will continue to be responsible for making its
  own independent appraisal of the business, affairs and
  financial condition of the Borrower.
  
      Section 6.  Governing Law.  This Agreement shall be
  governed by and construed in accordance with the laws of the
  State of New York.
  
      Section 7.  Counterparts.  This Agreement may be
  signed in any number of counterparts, each of which shall be
  an original, with the same effect as if the signatures
  thereto and hereto were upon the same instrument.
  
      IN WITNESS WHEREOF, the parties have caused this
  Agreement to be executed and delivered by their duly
  authorized officers as of the date first above written.
  
  
                  <NAME OF ASSIGNOR>
  
  
                  By_________________________
                    Name:
                    Title:
  
  
  
                  <NAME OF ASSIGNEE>
  
  
                  By__________________________
                    Name:
                    Title:
  
  
                  CENTRAL AND SOUTH WEST CORPORATION
  
  
                  By__________________________
                    Name:
                    Title:
  
  
                  UNION BANK OF SWITZERLAND
  
  
                  By__________________________
                    Name:
                    Title: