Exhibit 4.1

                       Central and South West Corporation


                                       and


                                       [ ]


                                  Rights Agent





                                Rights Agreement


                         Dated as of _____________, 1997




<PAGE>
            

                                Table of Contents


Section                                                   Page

1.  Certain Definitions...................................1
2.  Appointment of Rights Agent...........................4
3.  Issue of Rights Certificates..........................4
4.  Form of Rights Certificates...........................6
5.  Countersignature and Registration.....................7
6.  Transfer, Split Up, Combination and Exchange of Rights 
    Certificates; Mutilated, Destroyed, Lost or Stolen 
    Rights Certificates...................................7
7.  Exercise of Rights; Purchase Price; Expiration 
    Date of Rights........................................8
8.  Cancellation and Destruction of Rights Certificates...10
9.  Reservation and Availability of Capital Stock.........10
10. Common Stock Record Date..............................12
11. Adjustment of Purchase Price, Number and Kind of 
    Shares or Number of Rights............................12
12. Certificate of Adjusted Purchase Price or Number of 
    Shares................................................19
13. Consolidation, Merger or Sale or Transfer of Assets 
    or Earning Power......................................19
14. Fractional Rights and Fractional Shares...............21
15. Rights of Action......................................22
16. Agreement of Rights Holders...........................22
17. Rights Certificate Holder Not Deemed a Stockholder....23
18. Concerning the Rights Agent...........................23
19. Merger or Consolidation or Change of Name of Rights 
    Agent.................................................24
20. Duties of Rights Agent................................24
21. Change of Rights Agent................................26
22. Issuance of New Rights Certificates...................27
23. Redemption and Termination............................27
24. Exchange..............................................28
25. Notice of Certain Events..............................29
26. Notices...............................................30
27. Supplements and Amendments............................30
28. Successors............................................31
29. Determination and Actions by the Board of 
    Directors, etc........................................31
30. Benefits of this Agreement............................31
31. Severability..........................................32
32. Governing Law.........................................32
33. Counterparts..........................................32
34. Descriptive Headings..................................32



<PAGE>


                            RIGHTS AGREEMENT

         This   RIGHTS   AGREEMENT,   dated  as  of   ___________,   1997  (this
"Agreement"),  is by and between Central and South West Corporation,  a Delaware
corporation (the "Company"), and [ ], a _____ Corporation (the "Rights Agent").

                              W I T N E S S E T H:

         WHEREAS,  on  __________  __, 1997 (the  "Rights  Dividend  Declaration
Date"),  the Board of  Directors  of the  Company  authorized  and  declared,  a
dividend  distribution of one Right (as  hereinafter  defined) for each share of
Common Stock (as hereinafter defined) of the Company outstanding at the Close of
Business  on  _______  __,  1997  (the  "Record  Date"),  each  Right  initially
representing  the right to purchase  one-tenth of a share of Common Stock of the
Company, upon the terms and subject to the conditions hereinafter set forth (the
"Rights"),  and has further  authorized the issuance of one Right for each share
of  Common  Stock  issued  between  the  Record  Date  and  the  earlier  of the
Distribution  Date  and the  Expiration  Date  (as such  terms  are  hereinafter
defined) or, in certain  circumstances  provided in Section 22 hereof, after the
Distribution Date.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements herein set forth, the parties hereby agree as follows:

          Section 1. Certain  Definitions.  For purposes of this Agreement,  the
following terms have the meanings indicated:

         (a)  "Acquiring  Person"  shall mean any Person who or which,  together
with all Affiliates and Associates of such Person, shall be the Beneficial Owner
of 15% or more of the  shares of Common  Stock then  outstanding,  but shall not
include the Company, any Subsidiary of the Company, any employee benefit plan of
the  Company or of any  Subsidiary  of the  Company,  or any  Person  organized,
appointed or established by the Company for or pursuant to the terms of any such
plan.  Notwithstanding  the  foregoing,  no Person  shall  become an  "Acquiring
Person" as the result of an acquisition of shares of Common Stock by the Company
which, by reducing the number of shares outstanding, increases the proportionate
number of shares  beneficially owned by such Person to 15% or more of the shares
of Common  Stock then  outstanding;  provided,  however,  that if a Person shall
become the  Beneficial  Owner of 15% or more of the shares of Common  Stock then
outstanding  by reason of share  purchases by the Company and shall,  after such
share  purchases by the Company,  become the Beneficial  Owner of any additional
shares of Common  Stock,  then such Person  shall be deemed to be an  "Acquiring
Person". Notwithstanding the foregoing, if the Board of Directors of the Company
determines  in good  faith that a Person who would  otherwise  be an  "Acquiring
Person" (as defined pursuant to the foregoing  provisions of this paragraph (a))
has  become  such  inadvertently,   and  such  Person  divests  as  promptly  as
practicable  a  sufficient  number of shares of Common Stock so that such Person
would no longer be an "Acquiring  Person" (as defined  pursuant to the foregoing
provisions of this paragraph (a)), then such Person shall not be deemed to be an
"Acquiring Person" for any purposes of this Agreement.

         (b) "Act" shall mean the Securities Act of 1933, as amended.

         (c)  "Affiliate"  and  "Associate"  shall have the respective  meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations  under
the  Securities  Exchange  Act of 1934,  as amended and in effect on the date of
this Agreement (the "Exchange Act").

         (d) A Person  shall be deemed the  "Beneficial  Owner" of, and shall be
deemed to "beneficially own," any securities:

                  (i) which such Person or any of such  Person's  Affiliates  or
         Associates,  directly or indirectly,  has the right to acquire (whether
         such right is  exercisable  immediately  or only  after the  passage of
         time) pursuant to any agreement,  arrangement or understanding (whether
         or not in writing) or upon the exercise of conversion rights,  exchange
         rights, rights, warrants or options, or otherwise;  provided,  however,
         that a Person  shall not be deemed  the  "Beneficial  Owner"  of, or to
         "beneficially  own," (A)  securities  tendered  pursuant to a tender or
         exchange  offer made by such Person or any of such Person's  Affiliates
         or Associates until such tendered  securities are accepted for purchase
         or exchange,  or (B) securities issuable upon exercise of Rights at any
         time prior to the occurrence of a Triggering  Event,  or (C) securities
         issuable  upon  exercise of Rights from and after the  occurrence  of a
         Triggering  Event which Rights were acquired by such Person or any such
         Person's  Affiliates or Associates  prior to the  Distribution  Date or
         pursuant to Section 3(a) or Section 22 hereof (the  "Original  Rights")
         or pursuant to Section  11(i) hereof in  connection  with an adjustment
         made with respect to any Original Rights;

                  (ii) which such Person or any of such  Person's  Affiliates or
         Associates, directly or indirectly, has the right to vote or dispose of
         or has "beneficial  ownership" of (as determined pursuant to Rule 13d-3
         of the General Rules and Regulations under the Exchange Act), including
         pursuant to any agreement, arrangement or understanding, whether or not
         in writing;  provided,  however,  that a Person shall not be deemed the
         "Beneficial  Owner" of, or to  "beneficially  own," any security  under
         this  subparagraph  (ii) as a result of an  agreement,  arrangement  or
         understanding  to vote such security if such agreement,  arrangement or
         understanding:  (A)  arises  solely  from a  revocable  proxy  given in
         response to a public proxy or consent  solicitation  made  pursuant to,
         and in accordance with, the applicable  provisions of the General Rules
         and  Regulations  under  the  Exchange  Act,  and (B) is not also  then
         reportable  by such Person on Schedule  13D under the  Exchange Act (or
         any comparable or successor report); or

                  (iii) which are beneficially owned, directly or indirectly, by
         any other Person (or any  Affiliate or  Associate  thereof)  with which
         such Person (or any of such Person's  Affiliates or Associates) has any
         agreement,  arrangement or  understanding  (whether or not in writing),
         for the purpose of acquiring,  holding,  voting  (except  pursuant to a
         revocable  proxy as  described in the proviso to  subparagraph  (ii) of
         this  paragraph  (d)) or  disposing  of any  voting  securities  of the
         Company;

provided,  however,  that  nothing in this  paragraph  (d) shall  cause a Person
engaged in business as an underwriter of securities to be the "Beneficial Owner"
of, or to  "beneficially  own," any  securities  acquired  through such Person's
participation  in  good  faith  in a  firm  commitment  underwriting  until  the
expiration of forty days after the date of such acquisition.

         (e) "Business Day" shall mean any day other than a Saturday,  Sunday or
a day on which  banking  institutions  in the State of Texas are  authorized  or
obligated by law or executive order to close.

         (f) "Close of Business"  on any given date shall mean 5:00 P.M.,  Texas
time, on such date; provided,  however, that if such date is not a Business Day,
it shall mean 5:00 P.M., Texas time, on the next succeeding Business Day.

         (g) "Common  Stock"  shall mean the common  stock,  par value $3.50 per
share,  of the Company,  except that "Common  Stock" when used with reference to
any Person  other than the Company  shall mean the capital  stock of such Person
with the  greatest  voting  power,  or the  equity  securities  or other  equity
interest having power to control or direct the management, of such Person.

         (h)  "Person"  shall  mean  any  individual,  firm,  limited  liability
company,  corporation,  partnership  or  other  entity  and  shall  include  any
successor (by merger or otherwise) of such entity.

          (i)  "Section  11(a)(ii)  Event"  shall  mean the event  described  in
Section 11(a)(ii) hereof.

          (j) "Section 13 Event" shall mean any event  described in clauses (x),
(y) or (z) of Section 13(a) hereof.

         (k)  "Stock  Acquisition  Date"  shall  mean the  first  date of public
announcement  (which,  for purposes of this definition,  shall include,  without
limitation,  a report filed pursuant to Section 13(d) under the Exchange Act) by
the Company or an Acquiring Person that an Acquiring Person has become such.

         (l)  "Subsidiary"  shall  mean,  with  reference  to  any  Person,  any
corporation or other entity of which an amount of voting  securities  sufficient
to  elect  at  least  a  majority  of  the  directors  of  such  corporation  is
beneficially  owned,  directly  or  indirectly,  by such  Person,  or  otherwise
controlled by such Person.

          (m) "Triggering  Event" shall mean any Section  11(a)(ii) Event or any
Section 13 Event.

         In addition,  for purposes of this Agreement,  the following terms have
the meanings indicated in specified sections of this Agreement:  (i) "Adjustment
Shares"  shall have the  meaning  set forth in Section  11(a)(ii)  hereof;  (ii)
"common  share  equivalents"  shall  have  the  meaning  set  forth  in  Section
11(a)(iii)  hereof;  (iii)  "current  market  price" shall have the meanings set
forth in Section 11(d) hereof;  (iv) "Current  Value" shall have the meaning set
forth in Section  11(a)(iii)  hereof;  (v)  "Distribution  Date"  shall have the
meaning set forth in Section 3(a) hereof;  (vi) "equivalent common shares" shall
have the meaning set forth in Section 11(b) hereof;  (vii)  "Nasdaq"  shall have
the meaning set forth in Section 11(d) hereof;  (viii)  "Principal  Party" shall
have the meaning set forth in Section 13(b) hereof;  (ix) "Purchase Price" shall
have the  meaning  set forth in  Sections  4(a),  11(a)(ii)  and 13 hereof;  (x)
"Redemption  Price"  shall have the meaning set forth in Section  23(a)  hereof;
(xi)  "Rights  Certificates"  shall have the meaning  set forth in Section  3(a)
hereof;  (xii) "Section 11(a)(ii) Trigger Date" shall have the meaning set forth
in Section 11(a)(iii)  hereof;  (xiii) "Spread" shall have the meaning set forth
in Section 11(a)(iii) hereof; (xiv) "Substitution Period" shall have the meaning
set forth in Section 11(a)(iii) hereof;  (xv) "Summary of Rights" shall have the
meaning set forth in Section 3(b) hereof; and (xvi) "Trading Day" shall have the
meaning set forth in Section 11(d) hereof.

         Section 2. Appointment of Rights Agent. The Company hereby appoints the
Rights Agent to act as agent for the Company and the holders of the Rights (who,
in accordance with Section 3 hereof, shall, prior to the Distribution Date, also
be the holders of the Common Stock) in accordance  with the terms and conditions
hereof,  and the Rights Agent hereby accepts such  appointment.  The Company may
from time to time  appoint  such  Co-Rights  Agents as it may deem  necessary or
desirable.

         Section 3. Issue of Rights  Certificates.  (a) Until the earlier of (i)
the Close of Business on the tenth day after the Stock  Acquisition Date (or, if
the tenth day after the Stock  Acquisition  Date occurs  before the Record Date,
the Close of Business on the Record Date),  or (ii) the Close of Business on the
tenth  Business  Day (or such later date as may be  determined  by action of the
Board of  Directors of the Company  prior to such time as any Person  becomes an
Acquiring  Person) after the date that a tender or exchange  offer by any Person
(other than the Company,  any  Subsidiary of the Company,  any employee  benefit
plan  of  the  Company  or of  any  Subsidiary  of the  Company,  or any  Person
organized,  appointed or established by the Company for or pursuant to the terms
of any such plan) is first published or sent or given within the meaning of Rule
14d-2(a) of the General  Rules and  Regulations  under the Exchange Act, if upon
consummation  thereof,  such Person would be the Beneficial Owner of 15% or more
of the shares of Common  Stock  then  outstanding  (the  earlier of (i) and (ii)
being herein  referred to as the  "Distribution  Date"),  (x) the Rights will be
evidenced  (subject to the provisions of paragraph (b) of this Section 3) by the
certificates  for the Common Stock registered in the names of the holders of the
Common  Stock  (which  certificates  for Common Stock shall be deemed also to be
certificates  for Rights) and not by  separate  certificates  and (y) the Rights
will be  transferable  only in  connection  with the transfer of the  underlying
Common Stock (including a transfer to the Company). As soon as practicable after
the  Distribution  Date,  the Rights  Agent will send by  first-class,  insured,
postage  prepaid mail, to each record holder of the Common Stock as of the Close
of Business on the Distribution Date, at the address of such holder shown on the
records of the Company,  one or more Rights  certificates,  in substantially the
form of Exhibit A hereto (the "Rights  Certificates"),  evidencing one Right for
each share of Common Stock so held, subject to adjustment as provided herein.

         (b) As promptly as  practicable  following the Record Date, the Company
will  send  a  copy  of a  Summary  of  Rights  to  Purchase  Common  Stock,  in
substantially  the form attached  hereto as Exhibit B (the "Summary of Rights"),
by first-class,  postage prepaid mail, to each record holder of the Common Stock
as of the Close of  Business on the Record  Date,  at the address of such holder
shown on the records of the Company. With respect to certificates for the Common
Stock outstanding as of the Record Date, until the Distribution Date, the Rights
will be evidenced by such  certificates  registered  in the names of the holders
thereof  together with a copy of the Summary of Rights attached  thereto.  Until
the earlier of the  Distribution  Date or the  Expiration  Date (as such term is
defined in Section 7(a) hereof),  the surrender for transfer of any  certificate
representing shares of Common Stock in respect of which Rights have been issued,
with or without a copy of the  Summary of Rights  attached  thereto,  shall also
constitute  the  transfer  of the Rights  associated  with such shares of Common
Stock.

         (c) Rights  shall be issued in  respect  of all shares of Common  Stock
which are issued  (whether  originally  issued or from the  Company's  treasury)
after the Record Date but prior to the earlier of the  Distribution  Date or the
Expiration  Date or, in  certain  circumstances  provided  in Section 22 hereof,
after the Distribution  Date.  Certificates  representing  such shares of Common
Stock shall also be deemed to be  certificates  for  Rights,  and shall bear the
following legend:

                  This certificate also evidences and entitles the holder hereof
         to certain rights as set forth in the Rights Agreement  between Central
         and South West Corporation (the "Company") and [ ] (the "Rights Agent")
         dated as of ________, 1997 (the "Rights Agreement"), the terms of which
         are hereby  incorporated  herein by reference and a copy of which is on
         file  at  the   principal   offices  of  the  Company.   Under  certain
         circumstances,  as set forth in the Rights Agreement,  such Rights will
         be evidenced by separate  certificates  and will no longer be evidenced
         by this  certificate.  The  Company  will  mail to the  holder  of this
         certificate a copy of the Rights Agreement, as in effect on the date of
         mailing,  without charge  promptly  after receipt of a written  request
         therefor.   Under  certain   circumstances  set  forth  in  the  Rights
         Agreement,  Rights  issued  to, or held by,  any  Person who is, was or
         becomes an Acquiring  Person or any Affiliate or Associate  thereof (as
         such terms are defined in the Rights Agreement), whether currently held
         by or on behalf of such Person or by any subsequent  holder, may become
         null and void.

With respect to such  certificates  containing the foregoing  legend,  until the
earlier of (i) the  Distribution  Date or (ii) the  Expiration  Date, the Rights
associated  with the Common  Stock  represented  by such  certificates  shall be
evidenced  by such  certificates  alone and  registered  holders of Common Stock
shall also be the registered holders of the associated Rights, and the surrender
for transfer of any of such  certificates  shall also constitute the transfer of
the Rights associated with the Common Stock represented by such certificates. In
the event the Company purchases or acquires any shares of its Common Stock after
the Record Date but prior to the Distribution  Date, any Rights  associated with
such shares shall be deemed  cancelled and retired so that the Company shall not
be entitled to exercise any rights  associated with shares of Common Stock which
are no longer outstanding.

         Section 4. Form of Rights  Certificates.  (a) The  Rights  Certificates
(and the forms of election to purchase  and of  assignment  to be printed on the
reverse  thereof) shall each be substantially in the form set forth in Exhibit A
hereto  and may  have  such  marks of  identification  or  designation  and such
legends,  summaries  or  endorsements  printed  thereon as the  Company may deem
appropriate and as are not  inconsistent  with the provisions of this Agreement,
or as may be  required  to comply  with any  applicable  law or with any rule or
regulation  made  pursuant  thereto or with any rule or  regulation of any stock
exchange  on which the Rights may from time to time be listed,  or to conform to
usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights
Certificates,  whenever distributed, shall be dated as of the Record Date or, in
the case of Rights  with  respect to shares of Common  Stock  issued or becoming
outstanding  after the  Record  Date,  the same  date as the  stock  certificate
evidencing  such shares,  and on their face shall entitle the holders thereof to
purchase  such number of shares of Common Stock as shall be set forth therein at
the price  per whole  share of Common  Stock set forth  therein  (the  "Purchase
Price"), but the amount of Common Stock or other type of securities  purchasable
upon the exercise of each Right and the Purchase  Price thereof shall be subject
to adjustment as provided herein.

         (b) Any Rights  Certificate  issued pursuant to Section 3(a) or Section
22 hereof that represents Rights  beneficially  owned by any Person known to be:
(i) an Acquiring  Person or any  Associate or Affiliate of an Acquiring  Person,
(ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate)
who becomes a transferee  after the  Acquiring  Person  becomes such, or (iii) a
transferee of an Acquiring  Person (or of any such  Associate or Affiliate)  who
becomes a transferee prior to or concurrently with the Acquiring Person becoming
such and receives such Rights pursuant to either (A) a transfer  (whether or not
for  consideration)  from the Acquiring Person to holders of equity interests in
such Acquiring  Person or to any Person with whom such Acquiring  Person has any
continuing  agreement,  arrangement or  understanding  regarding the transferred
Rights or (B) a  transfer  which  the  Board of  Directors  of the  Company  has
determined  is part of a  plan,  arrangement  or  understanding  which  has as a
primary  purpose or effect  avoidance  of Section  7(e)  hereof,  and any Rights
Certificate  issued  pursuant to Section 6 or Section 11 hereof  upon  transfer,
exchange,  replacement or adjustment of any other Rights Certificate referred to
in this sentence, shall contain (to the extent feasible) the following legend:

         The  Rights   represented  by  this  Rights  Certificate  are  or  were
         beneficially owned by a Person who was or became an Acquiring Person or
         an Affiliate  or  Associate  of an Acquiring  Person (as such terms are
         defined in the Rights Agreement).  Accordingly, this Rights Certificate
         and the  Rights  represented  hereby  may  become  null and void in the
         circumstances specified in Section 7(e) of such Agreement.

         Section  5.   Countersignature   and   Registration.   (a)  The  Rights
Certificates  shall be  executed on behalf of the  Company by its  Chairman  and
Chief Executive Officer,  President and Chief Operating Officer or any Senior or
Executive Vice President,  either manually or by facsimile signature,  and shall
have affixed  thereto the Company's  seal or a facsimile  thereof which shall be
attested by the  Secretary  or an Assistant  Secretary  of the  Company,  either
manually  or  by  facsimile   signature.   The  Rights   Certificates  shall  be
countersigned  manually or by facsimile  signature by the Rights Agent and shall
not be valid for any purpose unless so countersigned. In case any officer of the
Company who shall have signed any of the Rights  Certificates  shall cease to be
such  officer of the Company  before  countersignature  by the Rights  Agent and
issuance and delivery by the Company,  such Rights  Certificates,  nevertheless,
may be countersigned by the Rights Agent and issued and delivered by the Company
with the same force and effect as though  the  person  who  signed  such  Rights
Certificates  had not ceased to be such officer of the  Company;  and any Rights
Certificates  may be signed on behalf of the  Company by any person  who, at the
actual  date of the  execution  of such  Rights  Certificate,  shall be a proper
officer of the Company to sign such Rights Certificate,  although at the date of
the execution of this Rights Agreement any such person was not such an officer.

         (b)  Following  the  Distribution  Date,  the Rights Agent will keep or
cause  to be  kept,  at  its  principal  office  or  offices  designated  as the
appropriate  place  for  surrender  of  Rights  Certificates  upon  exercise  or
transfer,  books for registration and transfer of the Rights Certificates issued
hereunder.  Such books  shall  show the names and  addresses  of the  respective
holders of the Rights  Certificates,  the number of Rights evidenced on its face
by each of the Rights  Certificates  and the certificate  number and the date of
each of the Rights Certificates.

         Section 6.  Transfer,  Split Up,  Combination  and  Exchange  of Rights
Certificates;  Mutilated,  Destroyed,  Lost or Stolen Rights  Certificates.  (a)
Subject to the  provisions of Section 4(b),  Section 7(e) and Section 14 hereof,
at any time after the Close of  Business  on the  Distribution  Date,  and at or
prior to the Close of Business on the Expiration Date, any Rights Certificate or
Certificates  (other  than  Rights  Certificates  representing  Rights that have
become void pursuant to Section  11(a)(ii) or that have been exchanged  pursuant
to Section 24 hereof) may be  transferred,  split up,  combined or exchanged for
another Rights  Certificate or Certificates,  entitling the registered holder to
purchase a like number of shares of Common  Stock (or,  following  a  Triggering
Event, other securities, cash or other assets, as the case may be) as the Rights
Certificate  or  Certificates  surrendered  then entitled such holder (or former
holder in the case of a transfer) to purchase. Any registered holder desiring to
transfer,  split up, combine or exchange any Rights  Certificate or Certificates
shall make such  request in writing  delivered  to the Rights  Agent,  and shall
surrender the Rights  Certificate or Certificates  to be transferred,  split up,
combined or  exchanged  at the  principal  office or offices of the Rights Agent
designated  for such purpose.  Neither the Rights Agent nor the Company shall be
obligated to take any action whatsoever with respect to the transfer of any such
surrendered  Rights Certificate until the registered holder shall have completed
and signed the  certificate  contained in the form of  assignment on the reverse
side of such Rights Certificate and shall have provided such additional evidence
of the  identity  of the  Beneficial  Owner  (or  former  Beneficial  Owner)  or
Affiliates  or  Associates  thereof as the  Company  shall  reasonably  request.
Thereupon the Rights Agent shall, subject to Section 4(b), Section 7(e), Section
14 and Section 24 hereof, countersign and deliver to the Person entitled thereto
a  Rights  Certificate  or  Rights  Certificates,  as the  case  may  be,  as so
requested.  The Company may require payment of a sum sufficient to cover any tax
or  governmental  charge that may be imposed in  connection  with any  transfer,
split up, combination or exchange of Rights Certificates.

         (b) Upon  receipt  by the  Company  and the  Rights  Agent of  evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Rights Certificate,  and, in case of loss, theft or destruction,  of indemnity
or security  reasonably  satisfactory to them, and  reimbursement to the Company
and the Rights Agent of all reasonable  expenses  incidental  thereto,  and upon
surrender to the Rights Agent and  cancellation  of the Rights  Certificates  if
mutilated, the Company will execute and deliver a new Rights Certificate of like
tenor to the Rights Agent for  countersignature  and delivery to the  registered
owner in lieu of the Rights Certificate so lost, stolen, destroyed or mutilated.

         Section 7.  Exercise  of Rights;  Purchase  Price;  Expiration  Date of
Rights.  (a) Subject to Section 7(e) hereof, the registered holder of any Rights
Certificate  may  exercise  the Rights  evidenced  thereby  (except as otherwise
provided   herein   including,   without   limitation,   the   restrictions   on
exercisability  set forth in Section 9(c),  Section 11(a)(iii) and Section 23(a)
hereof)  in  whole or in part at any  time  after  the  Distribution  Date  upon
surrender of the Rights  Certificate,  with the form of election to purchase and
the  certificate on the reverse side thereof duly executed,  to the Rights Agent
at the  principal  office or  offices of the Rights  Agent  designated  for such
purpose,  together with payment of one-tenth of the Purchase  Price with respect
to the  total  number  of  one-tenths  of one  share of  Common  Stock (or other
securities,  cash  or  other  assets,  as the  case  may  be) as to  which  such
surrendered Rights are then exercisable,  at or prior to the earliest of (i) the
Close of Business on [_______],  2007 (the "Final  Expiration  Date"),  (ii) the
time at which the Rights are  redeemed as provided in Section 23 hereof or (iii)
the time at which such Rights are  exchanged  pursuant to Section 24 hereof (the
earliest of (i),  (ii) and (iii)  being  herein  referred to as the  "Expiration
Date").

         (b) The Purchase Price for each whole share of Common Stock pursuant to
the  exercise  of a Right  shall  initially  be $50  (equivalent  to $5 for each
one-tenth of one share of Common Stock), and shall be subject to adjustment from
time to time as provided in Sections 11 and 13(a) hereof and shall be payable in
accordance with paragraph (c) below.

         (c) Upon  receipt  of a  Rights  Certificate  representing  exercisable
Rights, with the form of election to purchase and the certificate duly executed,
accompanied  by payment of the Purchase Price for the shares of Common Stock (or
other  securities,  cash or other assets, as the case may be) to be purchased as
set  forth  below  and an  amount  equal  to any  applicable  transfer  tax  (as
determined by the Rights Agent)  required to be paid by the holder of the Rights
Certificate in accordance with Section 9 hereof, the Rights Agent shall, subject
to  Section  20(k)  hereof,  thereupon  promptly  (i) (A)  requisition  from any
transfer agent of the shares of Common Stock (or make  available,  if the Rights
Agent is the transfer agent for such shares)  certificates  for the total number
of shares of Common Stock to be  purchased  and the Company  hereby  irrevocably
authorizes its transfer  agent to comply with all such  requests,  or (B) if the
Company  shall have  elected to deposit the total number of shares of the Common
Stock issuable upon exercise of the Rights  hereunder  with a depositary  agent,
requisition  from the depositary  agent depositary  receipts  representing  such
number  of  shares  of  Common  Stock  as are to be  purchased  (in  which  case
certificates  for the shares of Common Stock  represented by such receipts shall
be deposited by the transfer  agent with the  depositary  agent) and the Company
will direct the depositary  agent to comply with such request,  (ii) requisition
from the  Company the amount of cash,  if any, to be paid in lieu of  fractional
shares in  accordance  with  Section  14  hereof,  (iii)  after  receipt of such
certificates or depositary  receipts,  cause the same to be delivered to or upon
the order of the  registered  holder of such Rights  Certificate,  registered in
such name or names as may be designated  by such holder,  and (iv) after receipt
thereof,  deliver  such  cash,  if any,  to or upon the order of the  registered
holder of such Rights  Certificate.  The payment of the Purchase  Price (as such
amount may be reduced  pursuant to Section  11(a)(iii)  hereof) shall be made in
cash or by  certified  bank  check or bank  draft  payable  to the  order of the
Company. In the event that the Company is obligated to issue other securities of
the Company, pay cash and/or distribute other property pursuant to Section 11(a)
hereof,  the Company  will make all  arrangements  necessary  so that such other
securities,  cash and/or other  property are available for  distribution  by the
Rights Agent, if and when appropriate. The Company reserves the right to require
prior to the occurrence of a Triggering Event that, upon any exercise of Rights,
a number of Rights be  exercised  so that only whole  shares of the Common Stock
would be issued.

         (d) In case the  registered  holder  of any  Rights  Certificate  shall
exercise less than all the Rights evidenced  thereby,  a new Rights  Certificate
evidencing Rights equivalent to the Rights remaining unexercised shall be issued
by the  Rights  Agent and  delivered  to, or upon the order of,  the  registered
holder of such Rights  Certificate,  registered  in such name or names as may be
designated by such holder, subject to the provisions of Section 14 hereof.

         (e)  Notwithstanding  anything in this Agreement to the contrary,  from
and  after the first  occurrence  of a Section  11(a)  (ii)  Event,  any  Rights
beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an
Acquiring  Person,  (ii) a  transferee  of an  Acquiring  Person (or of any such
Associate or  Affiliate)  who becomes a transferee  after the  Acquiring  Person
becomes  such,  or (iii) a  transferee  of an  Acquiring  Person (or of any such
Associate or Affiliate) who becomes a transferee  prior to or concurrently  with
the Acquiring  Person  becoming such and receives such Rights pursuant to either
(A) a transfer (whether or not for consideration)  from the Acquiring Person (or
any  Affiliate  or  Associate  thereof) to holders of equity  interests  in such
Acquiring  Person (or any Affiliate or Associate  thereof) or to any Person with
whom the  Acquiring  Person (or any  Affiliate  or  Associate  thereof)  has any
continuing  agreement,  arrangement or  understanding  regarding the transferred
Rights or (B) a  transfer  which  the  Board of  Directors  of the  Company  has
determined  is part of a  plan,  arrangement  or  understanding  which  has as a
primary purpose or effect the avoidance of this Section 7(e),  shall become null
and void without any further  action and no holder of such Rights shall have any
rights  whatsoever  with respect to such Rights,  whether under any provision of
this  Agreement or otherwise.  The Company shall use all  reasonable  efforts to
insure that the  provisions  of this  Section  7(e) and Section  4(b) hereof are
complied with, but shall have no liability to any holder of Rights  Certificates
or other  Person  as a result of its  failure  to make any  determinations  with
respect  to an  Acquiring  Person  or  any  of  its  Affiliates,  Associates  or
transferees hereunder.

         (f) Notwithstanding anything in this Agreement to the contrary, neither
the Rights Agent nor the Company shall be obligated to undertake any action with
respect to a registered holder upon the occurrence of any purported  exercise as
set  forth in this  Section  7 unless  such  registered  holder  shall  have (i)
completed  and signed  the  certificate  contained  in the form of  election  to
purchase set forth on the reverse side of the Rights Certificate surrendered for
such exercise, and (ii) provided such additional evidence of the identity of the
Beneficial  Owner (or  former  Beneficial  Owner) or  Affiliates  or  Associates
thereof as the Company shall reasonably request.

         Section 8.  Cancellation  and Destruction of Rights  Certificates.  All
Rights Certificates surrendered for the purpose of exercise, transfer, split up,
combination  or  exchange  shall,  if  surrendered  to the Company or any of its
agents,  be delivered to the Rights Agent for  cancellation or in canceled form,
or, if surrendered to the Rights Agent,  shall be cancelled by it, and no Rights
Certificates shall be issued in lieu thereof,  except as expressly  permitted by
any of the provisions of this Agreement. The Company shall deliver to the Rights
Agent for cancellation and retirement,  and the Rights Agent shall so cancel and
retire,  any other  Rights  Certificates  purchased  or  acquired by the Company
otherwise  than upon the exercise  thereof.  The Rights Agent shall  deliver all
cancelled Rights  Certificates to the Company,  or shall, at the written request
of the Company,  destroy such cancelled  Rights  Certificates,  and in such case
shall deliver a certificate of destruction thereof to the Company.

         Section 9.  Reservation  and  Availability  of Capital  Stock.  (a) The
Company  covenants  and  agrees  that it will  cause  to be  reserved  and  kept
available  out of its  authorized  and  unissued  shares of Common  Stock  (and,
following  the  occurrence  of a Triggering  Event,  out of its  authorized  and
unissued  other  securities) or any authorized and issued shares of Common Stock
held in its treasury,  the number of shares of Common Stock (and,  following the
occurrence of a Triggering  Event,  other  securities) that, as provided in this
Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the
exercise in full of all outstanding Rights.

         (b) So  long  as  the  shares  of  Common  Stock  (and,  following  the
occurrence of a Triggering  Event,  other  securities)  issuable and deliverable
upon the  exercise  of the  Rights  may be  listed  on any  national  securities
exchange,  the Company shall use its best efforts to cause,  from and after such
time as the Rights become exercisable,  all shares reserved for such issuance to
be listed on such exchange upon official notice of issuance upon such exercise.

         (c) The  Company  shall use its best  efforts  to (i) file,  as soon as
practicable  following the earliest date after the first occurrence of a Section
11(a)(ii) Event on which the  consideration  to be delivered by the Company upon
exercise of the Rights has been determined in accordance with Section 11(a)(iii)
hereof,  a registration  statement  under the Act with respect to the securities
purchasable upon exercise of the Rights on an appropriate  form, (ii) cause such
registration  statement to become  effective as soon as  practicable  after such
filing, and (iii) cause such registration  statement to remain effective (with a
prospectus at all times meeting the  requirements  of the Act) until the earlier
of (A) the  date as of which  the  Rights  are no  longer  exercisable  for such
securities,  and (B) the date of the expiration of the Rights.  The Company will
also take such action as may be appropriate under, or to ensure compliance with,
the securities or "blue sky" laws of the various  states in connection  with the
exercisability of the Rights. The Company may temporarily  suspend, for a period
of time not to exceed ninety (90) days after the date set forth in clause (i) of
the first  sentence of this Section 9(c),  the  exercisability  of the Rights in
order to prepare and file such  registration  statement  and permit it to become
effective.  Upon  any  such  suspension,   the  Company  shall  issue  a  public
announcement  stating that the exercisability of the Rights has been temporarily
suspended, as well as a public announcement at such time as the suspension is no
longer  in  effect.  In  addition,   if  the  Company  shall  determine  that  a
registration  statement  is required  following  the  Distribution  Date,  and a
Section  11(a)(ii) Event has not occurred,  the Company may temporarily  suspend
the  exercisability  of Rights until such time as a  registration  statement has
been declared effective.  Notwithstanding any provision of this Agreement to the
contrary,  the  Rights  shall  not be  exercisable  in any  jurisdiction  if the
requisite  qualification or exemption in such  jurisdiction  shall not have been
obtained,  the exercise thereof shall not be permitted under applicable law or a
registration statement shall not have been declared effective.

         (d) The Company covenants and agrees that it will take all such actions
as may be necessary  to ensure that all shares of Common  Stock (and,  following
the occurrence of a Triggering Event, other securities)  delivered upon exercise
of Rights  shall,  at the time of delivery of the  certificates  for such shares
(subject to payment of the Purchase Price),  be duly and validly  authorized and
issued and fully paid and nonassessable.

         (e) The Company further covenants and agrees that it will pay, when due
and payable,  any and all federal and state transfer taxes and charges which may
be payable in respect of the issuance or delivery of the Rights Certificates and
of any shares of Common Stock (or other securities, as the case may be) upon the
exercise  of Rights.  The  Company  shall not,  however,  be required to pay any
transfer  tax which may be payable in respect of any  transfer  or  delivery  of
Rights  Certificates  to a Person  other  than,  or the  issuance or delivery of
shares of Common Stock (or other securities, as the case may be) in respect of a
name  other  than that of,  the  registered  holder of the  Rights  Certificates
evidencing  Rights   surrendered  for  exercise  or  to  issue  or  deliver  any
certificates  or  depositary  receipts  for  shares  of  Common  Stock (or other
securities,  as the case may be) in a name  other  than  that of the  registered
holder upon the  exercise of any Rights until such tax shall have been paid (any
such tax being payable by the holder of such Rights  Certificate  at the time of
surrender) or until it has been established to the Company's  satisfaction  that
no such tax is due.

         Section 10.  Common Stock  Record  Date.  Each person in whose name any
certificate for shares of Common Stock (or other securities, as the case may be)
is issued upon the  exercise of Rights  shall for all purposes be deemed to have
become the holder of record of such shares of Common Stock (or other securities,
as the case may be) represented thereby on, and such certificate shall be dated,
the date upon  which the  Rights  Certificate  evidencing  such  Rights was duly
surrendered  and payment of the Purchase Price (and  applicable  transfer taxes)
was made; provided, however, that if the date of such surrender and payment is a
date upon  which the  Common  Stock  (or other  securities,  as the case may be)
transfer  books of the Company are closed,  such Person  shall be deemed to have
become the record holder of such shares on, and such certificate shall be dated,
the next succeeding Business Day on which the Common Stock (or other securities,
as the case  may be)  transfer  books  of the  Company  are  open.  Prior to the
exercise of the Rights  evidenced  thereby,  the holder of a Rights  Certificate
shall not be entitled to any rights of a stockholder of the Company with respect
to  shares  for  which  the  Rights  shall be  exercisable,  including,  without
limitation, the right to vote, to receive dividends or other distributions or to
exercise any preemptive  rights, and shall not be entitled to receive any notice
of any proceedings of the Company, except as provided herein.

         Section 11. Adjustment of Purchase Price,  Number and Kind of Shares or
Number of Rights.  The Purchase Price,  the number and kind of shares covered by
each Right and the number of Rights  outstanding  are subject to adjustment from
time to time as provided in this Section 11.

                  (a)(i) In the event the  Company  shall at any time  after the
         date of this  Agreement  (A)  declare a dividend  on the  Common  Stock
         payable in shares of Common Stock, (B) subdivide the outstanding Common
         Stock,  (C) combine the outstanding  Common Stock into a smaller number
         of  shares,  or  (D)  issue  any  shares  of  its  capital  stock  in a
         reclassification    of   the   Common   Stock   (including   any   such
         reclassification  in connection with a consolidation or merger in which
         the Company is the  continuing  or  surviving  corporation),  except as
         otherwise  provided in this Section 11(a) and Section 7(e) hereof,  the
         Purchase  Price  in  effect  at the  time of the  record  date for such
         dividend or of the effective date of such  subdivision,  combination or
         reclassification,  and the number and kind of shares of Common Stock or
         capital  stock,  as the case may be,  issuable  on such date,  shall be
         proportionately  adjusted  so that the  holder of any  Right  exercised
         after such time  shall be  entitled  to  receive,  upon  payment of the
         Purchase Price then in effect,  the aggregate number and kind of shares
         of Common Stock or capital  stock,  as the case may be, which,  if such
         Right had been exercised  immediately  prior to such date and at a time
         when the Common Stock  transfer  books of the Company  were open,  such
         holder would have owned upon such exercise and been entitled to receive
         by   virtue   of   such   dividend,    subdivision,    combination   or
         reclassification.

                  (ii)  Subject to  Section  24 hereof,  in the event any Person
         becomes an  Acquiring  Person,  then each holder of a Right  (except as
         provided  below and in Section 7(e) hereof) shall  thereafter  have the
         right to receive,  upon  exercise  thereof at a price equal to the then
         current  Purchase Price for a whole share of Common Stock in accordance
         with the terms of this Agreement, such number of shares of Common Stock
         as shall equal the result  obtained by (x) multiplying the then current
         Purchase  Price for a whole share of Common Stock by the then number of
         one-tenths of a share of Common Stock for which a Right was exercisable
         immediately  prior to the first occurrence of a Section 11(a)(ii) Event
         and (y) dividing that product (which,  following such first  occurrence
         shall  thereafter be referred to as the "Purchase Price" for each Right
         and for all purposes of this  Agreement)  by 50% of the current  market
         price (determined pursuant to Section 11(d) hereof) per share of Common
         Stock on the date of such first occurrence (such number of shares,  the
         "Adjustment Shares").

                  (iii) In the event that the  number of shares of Common  Stock
         which are authorized by the Company's certificate of incorporation, but
         not  outstanding  or reserved for issuance for purposes other than upon
         exercise of the Rights,  is not  sufficient  to permit the  exercise in
         full of the Rights in accordance with the foregoing  subparagraph  (ii)
         of this Section 11(a),  the Company  shall:  (A) determine the value of
         the  Adjustment  Shares  issuable  upon the  exercise  of a Right  (the
         "Current  Value"),  and (B) with respect to each Right,  make  adequate
         provision to substitute for the Adjustment Shares,  upon payment of the
         applicable  Purchase  Price,  (1) cash, (2) a reduction in the Purchase
         Price,  (3) other equity  securities  of the Company which the Board of
         Directors  of the  Company  has deemed to have  substantially  the same
         value or  economic  rights as shares of  Common  Stock  ("common  share
         equivalents"), (4) debt securities of the Company, (5) other assets, or
         (6) any  combination of the foregoing,  having an aggregate value equal
         to the Current  Value (less the amount of any reduction in the Purchase
         Price),  where such aggregate value has been determined by the Board of
         Directors  of  the  Company  based  upon  the  advice  of a  nationally
         recognized  investment  banking firm selected by the Board of Directors
         of the Company;  provided,  however, if the Company shall not have made
         adequate provision to deliver value pursuant to clause (B) above within
         thirty (30) days  following the later of (x) the first  occurrence of a
         Section  11(a)(ii)  Event and (y) the date on which the Company's right
         of  redemption  pursuant to Section 23(a) expires (the later of (x) and
         (y) being referred to herein as the "Section  11(a)(ii) Trigger Date"),
         then the Company shall be obligated to deliver,  upon the surrender for
         exercise  of a Right and  without  requiring  payment  of the  Purchase
         Price,  shares of Common Stock (to the extent  available)  and then, if
         necessary, cash, which shares and/or cash have an aggregate value equal
         to the  Spread.  For  purposes  of the  preceding  sentence,  the  term
         "Spread"  shall mean the excess of (i) the Current  Value over (ii) the
         Purchase  Price.  If  the  Board  of  Directors  of the  Company  shall
         determine  in good faith that it is likely that  sufficient  additional
         shares of Common Stock could be  authorized  for issuance upon exercise
         in full of the  Rights,  the thirty (30) day period set forth above may
         be extended to the extent necessary, but not more than ninety (90) days
         after the Section 11(a)(ii) Trigger Date, in order that the Company may
         seek  stockholder  approval for the  authorization  of such  additional
         shares  (such  thirty  (30)  day  period,  as it may be  extended,  the
         "Substitution  Period").  To the  extent  that  action  is to be  taken
         pursuant  to  the  first  and/or   third   sentences  of  this  Section
         11(a)(iii),  the Company  (x) shall  provide,  subject to Section  7(e)
         hereof,  that such action  shall  apply  uniformly  to all  outstanding
         Rights,  and (y) may suspend the exercisability of the Rights until the
         expiration of the Substitution Period in order to seek such stockholder
         approval for such  authorization of additional  shares and/or to decide
         the appropriate  form of distribution to be made pursuant to such first
         sentence and to determine the value  thereof.  In the event of any such
         suspension,  the Company shall issue a public announcement stating that
         the  exercisability  of the Rights has been temporarily  suspended,  as
         well as a public  announcement  at such  time as the  suspension  is no
         longer in effect. For purposes of this Section 11(a)(iii), the value of
         each Adjustment  Share shall be the current market price (as determined
         pursuant  to Section  11(d)  hereof)  per share of Common  Stock on the
         Section  11(a)(ii)  Trigger  Date and the  value of any  "common  share
         equivalent" shall be deemed to equal the current market price per share
         of Common Stock.

         (b) In case the  Company  shall fix a record  date for the  issuance of
rights (other than the Rights),  options or warrants to all holders of shares of
Common Stock  entitling them to subscribe for or purchase (for a period expiring
within  forty-five  (45)  calendar days after such record date) shares of Common
Stock (or shares  having the same  rights,  privileges  and  preferences  as the
shares of Common Stock ("equivalent  common shares")) or securities  convertible
into shares of Common Stock or equivalent  common shares at a price per share of
Common Stock or per  equivalent  common share (or having a conversion  price per
share,  if a security  convertible  into  shares of Common  Stock or  equivalent
common  shares) less than the current  market price (as  determined  pursuant to
Section  11(d)  hereof)  per  share of Common  Stock on such  record  date,  the
Purchase  Price to be in effect  after such record date shall be  determined  by
multiplying the Purchase Price in effect  immediately  prior to such record date
by a fraction,  the  numerator  of which shall be the number of shares of Common
Stock outstanding on such record date, plus the number of shares of Common Stock
which the aggregate offering price of the total number of shares of Common Stock
and/or  equivalent  common shares so to be offered (and/or the aggregate initial
conversion price of the convertible  securities so to be offered) would purchase
at such current market price,  and the  denominator of which shall be the number
of shares of Common Stock  outstanding  on such record date,  plus the number of
additional  shares of Common Stock and/or equivalent common shares to be offered
for subscription or purchase (or into which the convertible  securities so to be
offered are initially convertible).  In case such subscription price may be paid
by  delivery of  consideration  part or all of which may be in a form other than
cash,  the value of such  consideration  shall be as determined in good faith by
the Board of Directors of the Company, whose determination shall be described in
a statement filed with the Rights Agent and shall be binding on the Rights Agent
and the holders of the Rights.  Shares of Common  Stock owned by or held for the
account of the Company  shall not be deemed  outstanding  for the purpose of any
such  computation.  Such adjustment shall be made  successively  whenever such a
record date is fixed,  and in the event that such rights or warrants  are not so
issued,  the  Purchase  Price shall be adjusted to be the  Purchase  Price which
would then be in effect if such record date had not been fixed.

         (c) In case the Company shall fix a record date for a  distribution  to
all holders of shares of Common Stock (including any such  distribution  made in
connection with a consolidation or merger in which the Company is the continuing
corporation) of evidences of indebtedness,  cash (other than a regular quarterly
cash dividend out of the earnings or retained  earnings of the Company),  assets
(other than a dividend  payable in shares of Common  Stock,  but  including  any
dividend  payable in stock other than Common  Stock) or  subscription  rights or
warrants  (excluding  those referred to in Section 11(b)  hereof),  the Purchase
Price to be in effect after such record date shall be determined by  multiplying
the  Purchase  Price  in  effect  immediately  prior  to such  record  date by a
fraction,  the  numerator  of  which  shall  be the  current  market  price  (as
determined  pursuant to Section  11(d) hereof) per share of Common Stock on such
record  date,  less the fair market  value (as  determined  in good faith by the
Board of Directors of the Company,  whose  determination shall be described in a
statement  filed with the Rights  Agent and shall be binding on the Rights Agent
and the holders of the Rights) of the portion of the cash,  assets or  evidences
of indebtedness so to be distributed or of such subscription  rights or warrants
applicable to a share of Common Stock and the denominator of which shall be such
current market price (as determined  pursuant to Section 11(d) hereof) per share
of Common Stock.  Such adjustments  shall be made  successively  whenever such a
record date is fixed,  and in the event that such  distribution  is not so made,
the Purchase  Price shall be adjusted to be the Purchase  Price which would have
been in effect if such record date had not been fixed.

         (d)  For  the  purpose  of  any  computation   hereunder,   other  than
computations  made pursuant to Section  11(a)(iii)  hereof,  the "current market
price" per share of Common  Stock on any date shall be deemed to be the  average
of the  daily  closing  prices  per share of Common  Stock for the  thirty  (30)
consecutive Trading Days (as such term is hereinafter defined) immediately prior
to such  date,  and for  purposes  of  computations  made  pursuant  to  Section
11(a)(iii)  hereof,  the "current market price" per share of Common Stock on any
date shall be deemed to be the average of the daily closing  prices per share of
Common Stock for the ten (10)  consecutive  Trading Days  immediately  following
such date;  provided,  however,  that in the event that the current market price
per  share  of  Common  Stock  is  determined  during  a  period  following  the
announcement  by  the  issuer  of  such  Common  Stock  of  (A)  a  dividend  or
distribution  on such Common  Stock  payable in shares of such  Common  Stock or
securities convertible into such shares of Common Stock (other than the Rights),
or (B) any subdivision,  combination or  reclassification  of such Common Stock,
and the ex-dividend date for such dividend or  distribution,  or the record date
for such subdivision,  combination or  reclassification  shall not have occurred
prior to the  commencement of the requisite  thirty (30) Trading Day or ten (10)
Trading  Day  period,  as set forth  above,  then,  and in each such  case,  the
"current  market  price"  shall be properly  adjusted  to take into  account any
trading  during the period prior to such  ex-dividend  date or record date.  The
closing  price for each day shall be the last sale price,  regular  way,  or, in
case no such sale takes  place on such day,  the  average of the closing bid and
asked  prices,  regular  way,  in  either  case  as  reported  in the  principal
consolidated  transaction  reporting system with respect to securities listed or
admitted to trading on the New York Stock  Exchange  or, if the shares of Common
Stock are not listed or admitted to trading on the New York Stock  Exchange,  as
reported in the principal consolidated transaction reporting system with respect
to securities listed on the principal national  securities exchange on which the
shares of Common  Stock are listed or  admitted  to trading or, if the shares of
Common  Stock are not listed or admitted to trading on any  national  securities
exchange,  the last quoted  price or, if not so quoted,  the average of the high
bid and low asked  prices in the  over-the-counter  market,  as  reported by the
National  Association of Securities  Dealers,  Inc.  Automated  Quotation System
("Nasdaq")  or such other system then in use, or, if on any such date the shares
of Common  Stock are not  quoted by any such  organization,  the  average of the
closing bid and asked prices as furnished by a professional  market maker making
a market in the Common Stock  selected by the Board of Directors of the Company.
If on any such date no market maker is making a market in the Common Stock,  the
fair value of such shares on such date as  determined in good faith by the Board
of Directors of the Company  shall be used.  The term "Trading Day" shall mean a
day on which the principal national  securities  exchange on which the shares of
Common  Stock are listed or admitted to trading is open for the  transaction  of
business or, if the shares of Common Stock are not listed or admitted to trading
on any national securities  exchange, a Business Day. If the Common Stock is not
publicly held or not so listed or traded, "current market price" per share shall
mean the fair  value  per  share as  determined  in good  faith by the  Board of
Directors of the Company,  whose determination shall be described in a statement
filed with the Rights Agent and shall be conclusive for all purposes.

         (e) Anything herein to the contrary  notwithstanding,  no adjustment in
the Purchase  Price shall be required  unless such  adjustment  would require an
increase  or  decrease  of at least  one  percent  (1%) in the  Purchase  Price;
provided,  however,  that any adjustments  which by reason of this Section 11(e)
are not  required to be made shall be carried  forward and taken into account in
any subsequent adjustment.  All calculations under this Section 11 shall be made
to the nearest  cent or to the nearest one  ten-thousandth  of a share of Common
Stock.  Notwithstanding the first sentence of this Section 11(e), any adjustment
required by this Section 11 shall be made no later than the earlier of (i) three
(3) years from the date of the transaction  which mandates such  adjustment,  or
(ii) the Expiration Date.

         (f) If as a result of an  adjustment  made pursuant to Section 11(a) or
Section 13(a) hereof, the holder of any Right thereafter  exercised shall become
entitled to receive any capital  stock of the Company  other than Common  Stock,
thereafter  the number of such other shares so  receivable  upon exercise of any
Right and the Purchase Price thereof shall be subject to adjustment from time to
time in a  manner  and on terms  as  nearly  equivalent  as  practicable  to the
provisions with respect to the Common Stock  contained in Sections  11(a),  (b),
(c), (e), (g), (h), (i), (j), (k) and (m), and the  provisions of Sections 7, 9,
10, 13 and 14 hereof with  respect to the Common Stock shall apply on like terms
to any such other shares.

         (g) All  Rights  originally  issued by the  Company  subsequent  to any
adjustment  made to the Purchase  Price  hereunder  shall  evidence the right to
purchase,  at the adjusted  Purchase Price, the number of shares of Common Stock
purchasable from time to time hereunder upon exercise of the Rights, all subject
to further adjustment as provided herein.

         (h) Unless the Company shall have exercised its election as provided in
Section  11(i),  upon each  adjustment of the Purchase  Price as a result of the
calculations made in Sections 11(b) and (c), each Right outstanding  immediately
prior to the making of such adjustment  shall  thereafter  evidence the right to
purchase,  at the adjusted Purchase Price, that number of shares of Common Stock
(calculated to the nearest  one-ten-thousandth)  obtained by (i) multiplying (x)
the number of shares of Common  Stock  covered by a Right  immediately  prior to
this adjustment,  by (y) the Purchase Price in effect  immediately prior to such
adjustment of the Purchase  Price,  and (ii) dividing the product so obtained by
the Purchase Price in effect  immediately  after such adjustment of the Purchase
Price.

         (i) The Company may elect on or after the date of any adjustment of the
Purchase Price to adjust the number of Rights,  in lieu of any adjustment in the
number of shares of Common Stock  purchasable upon the exercise of a Right. Each
of the Rights  outstanding after the adjustment in the number of Rights shall be
exercisable  for the  number of  shares  of  Common  Stock for which a Right was
exercisable  immediately  prior to such  adjustment.  Each  Right held of record
prior to such  adjustment  of the number of Rights  shall  become that number of
Rights (calculated to the nearest  one-ten-thousandth)  obtained by dividing the
Purchase Price in effect  immediately  prior to adjustment of the Purchase Price
by the Purchase  Price in effect  immediately  after  adjustment of the Purchase
Price.  The Company shall make a public  announcement  of its election to adjust
the number of Rights,  indicating  the record date for the  adjustment,  and, if
known at the time, the amount of the adjustment to be made. This record date may
be the date on which the Purchase Price is adjusted or any day thereafter,  but,
if the Rights  Certificates  have been  issued,  shall be at least ten (10) days
later than the date of the public announcement. If Rights Certificates have been
issued,  upon each  adjustment of the number of Rights  pursuant to this Section
11(i), the Company shall, as promptly as practicable, cause to be distributed to
holders of record of Rights Certificates on such record date Rights Certificates
evidencing,  subject to Section 14 hereof,  the additional  Rights to which such
holders shall be entitled as a result of such  adjustment,  or, at the option of
the  Company,  shall  cause to be  distributed  to such  holders  of  record  in
substitution  and replacement for the Rights  Certificates  held by such holders
prior to the date of adjustment,  and upon surrender thereof, if required by the
Company, new Rights Certificates evidencing all the Rights to which such holders
shall  be  entitled  after  such  adjustment.   Rights  Certificates  so  to  be
distributed  shall be issued,  executed and countersigned in the manner provided
for herein (and may bear,  at the option of the Company,  the adjusted  Purchase
Price) and shall be  registered  in the names of the holders of record of Rights
Certificates on the record date specified in the public announcement.

         (j)  Irrespective  of any adjustment or change in the Purchase Price or
the number of shares of Common Stock  issuable  upon the exercise of the Rights,
the Rights  Certificates  theretofore  and  thereafter  issued may  continue  to
express the  Purchase  Price and the number of shares of Common Stock which were
expressed in the initial Rights Certificates issued hereunder.

         (k) Before  taking any action that would cause an  adjustment  reducing
the  Purchase  Price  below the then par value,  if any, of the shares of Common
Stock issuable upon exercise of the Rights, the Company shall take any corporate
action which may, in the opinion of its counsel,  be necessary in order that the
Company may validly and  legally  issue fully paid and  nonassessable  shares of
Common Stock at such adjusted Purchase Price.

         (l) In any  case  in  which  this  Section  11  shall  require  that an
adjustment  in the  Purchase  Price be made  effective as of a record date for a
specified  event,  the Company may elect to defer until the  occurrence  of such
event the issuance to the holder of any Right  exercised  after such record date
the shares of Common Stock and other capital stock or securities of the Company,
if any,  issuable  upon such  exercise over and above the shares of Common Stock
and other capital stock or securities of the Company, if any, issuable upon such
exercise on the basis of the Purchase Price in effect prior to such  adjustment;
provided,  however,  that the Company shall deliver to such holder a due bill or
other  appropriate  instrument  evidencing  such holder's  right to receive such
additional  shares or securities upon the occurrence of the event requiring such
adjustment.

         (m) Anything in this Section 11 to the  contrary  notwithstanding,  the
Company  shall be entitled to make such  reductions  in the Purchase  Price,  in
addition to those adjustments  expressly  required by this Section 11, as and to
the  extent  that the  Board of  Directors  of the  Company,  in its good  faith
judgment, shall determine to be advisable in order that any (i) consolidation or
subdivision of the Common Stock,  (ii) issuance wholly for cash of any shares of
Common Stock at less than the current market price,  (iii)  issuance  wholly for
cash of  shares  of  Common  Stock  or  securities  which  by  their  terms  are
convertible  into or  exchangeable  for  shares  of  Common  Stock,  (iv)  stock
dividends  or (v)  issuance of rights,  options or warrants  referred to in this
Section 11,  hereafter  made by the Company to holders of its Common Stock shall
not be taxable to such stockholders.

         (n) The  Company  covenants  and agrees  that it shall not, at any time
after the Distribution Date, (i) consolidate with any other Person (other than a
Subsidiary  of the Company in a  transaction  which  complies with Section 11(o)
hereof),  (ii) merge with or into any other Person  (other than a Subsidiary  of
the Company in a transaction which complies with Section 11(o) hereof), or (iii)
sell or  transfer  (or  permit  any  Subsidiary  to sell  or  transfer),  in one
transaction,  or a series  of  related  transactions,  assets or  earning  power
aggregating  more than 50% of the assets or earning power of the Company and its
Subsidiaries  (taken as a whole) to any other Person or Persons  (other than the
Company and/or any of its Subsidiaries in one or more transactions each of which
complies with Section 11(o) hereof),  if (x) at the time of or immediately after
such consolidation,  merger, sale or transfer there are any rights,  warrants or
other instruments or securities  outstanding or agreements in effect which would
substantially  diminish  or  otherwise  eliminate  the  benefits  intended to be
afforded by the Rights or (y) prior to, simultaneously with or immediately after
such consolidation, merger, sale or transfer, the stockholders of the Person who
constitutes,  or would constitute, the "Principal Party" for purposes of Section
13(a) hereof shall have received a distribution  of Rights  previously  owned by
such Person or any of its Affiliates and Associates.

         (o) The Company covenants and agrees that, after the Distribution Date,
it will not,  except as permitted  by Section 23 or Section 27 hereof,  take (or
permit any Subsidiary to take) any action if at the time such action is taken it
is  reasonably  foreseeable  that such action  will  diminish  substantially  or
otherwise eliminate the benefits intended to be afforded by the Rights.

         Section 12. Certificate of Adjusted Purchase Price or Number of Shares.
Whenever an  adjustment  is made as provided in Section 11 or Section 13 hereof,
the  Company  shall  (a)  promptly  prepare a  certificate  setting  forth  such
adjustment and a brief  statement of the facts  accounting for such  adjustment,
(b) promptly  file with the Rights Agent,  and with each transfer  agent for the
Common Stock, a copy of such  certificate,  and (c) mail a brief summary thereof
to each holder of a Rights  Certificate (or, if prior to the Distribution  Date,
to each  holder  of a  certificate  representing  shares  of  Common  Stock)  in
accordance with Section 26 hereof.  The Rights Agent shall be fully protected in
relying on any such  certificate  and on any  adjustment  therein  contained and
shall not be deemed to have  knowledge  of such  adjustment  unless and until it
shall have received such certificate.

         Section  13.  Consolidation,  Merger or Sale or  Transfer  of Assets or
Earning Power. (a) In the event that, directly or indirectly,  at any time after
a Person has become an Acquiring Person, (x) the Company shall consolidate with,
or merge with and into, any other Person (other than a Subsidiary of the Company
in a transaction  which  complies with Section  11(o)  hereof),  and the Company
shall not be the continuing or surviving  corporation of such  consolidation  or
merger,  (y) any Person (other than a Subsidiary of the Company in a transaction
which complies with Section 11(o) hereof) shall  consolidate with, or merge with
or into,  the  Company,  and the Company  shall be the  continuing  or surviving
corporation  of such  consolidation  or  merger  and,  in  connection  with such
consolidation or merger,  all or part of the outstanding  shares of Common Stock
shall be changed into or exchanged  for stock or other  securities  of any other
Person or the Company or cash or any other  property,  or (z) the Company  shall
sell or  otherwise  transfer (or one or more of its  Subsidiaries  shall sell or
otherwise  transfer),  in one  transaction or a series of related  transactions,
assets or earning power aggregating more than 50% of the assets or earning power
of the Company and its Subsidiaries  (taken as a whole) to any Person or Persons
(other than the Company or one or more of its  wholly-owned  Subsidiaries in one
or more  transactions  each of which complies with Section 11(o) hereof),  then,
and in each such case,  proper  provision shall be made so that: (i) each holder
of a Right, except as provided in Section 7(e) hereof, shall thereafter have the
right to receive upon the exercise  thereof at the then current  Purchase  Price
for a whole  share  of  Common  Stock  in  accordance  with  the  terms  of this
Agreement,  and in lieu of shares of Common Stock of the Company, such number of
validly  authorized and issued,  fully paid,  nonassessable and freely tradeable
shares  of Common  Stock of the  Principal  Party  (as such term is  hereinafter
defined),  not subject to any liens,  encumbrances,  rights of first  refusal or
other  adverse  claims,  as  shall  be  equal  to  the  result  obtained  by (l)
multiplying the then current Purchase Price for a whole share of Common Stock by
the  number  of  one-tenths  of a share of  Common  Stock  for  which a Right is
exercisable immediately prior to the first occurrence of a Section 13 Event, and
dividing that product  (which,  following  the first  occurrence of a Section 13
Event,  shall be referred to as the "Purchase  Price" for each Right and for all
purposes of this  Agreement) by (2) 50% of the current market price  (determined
pursuant to Section  11(d)  hereof) per share of Common Stock of such  Principal
Party on the date of consummation of such Section 13 Event;  (ii) such Principal
Party  shall  thereafter  be liable  for,  and shall  assume,  by virtue of such
Section 13 Event, all the obligations and duties of the Company pursuant to this
Agreement;  (iii) the term "Company" shall thereafter be deemed to refer to such
Principal Party, it being  specifically  intended that the provisions of Section
11  hereof  shall  apply  only to  such  Principal  Party  following  the  first
occurrence  of a Section 13 Event;  (iv) such  Principal  Party  shall take such
steps (including,  but not limited to, the reservation of a sufficient number of
its shares of Common  Stock) in  connection  with the  consummation  of any such
transaction  as may be  necessary  to assure that the  provisions  hereof  shall
thereafter be  applicable,  as nearly as  reasonably  may be, in relation to its
shares of Common Stock  thereafter  deliverable upon the exercise of the Rights;
and (v) the  provisions  of  Section  11(a)(ii)  hereof  shall  be of no  effect
following the first occurrence of any Section 13 Event.

         (b)  "Principal Party" shall mean:

                  (i) in the case of any transaction  described in clause (x) or
         (y) of the first  sentence  of Section  13(a),  the Person  that is the
         issuer of any  securities  into  which  shares  of Common  Stock of the
         Company  are  converted  in such  merger  or  consolidation,  and if no
         securities  are so issued,  the Person  that is the other party to such
         merger or consolidation; and

                  (ii) in the case of any transaction described in clause (z) of
         the first  sentence  of Section  13(a),  the  Person  that is the party
         receiving  the  greatest   portion  of  the  assets  or  earning  power
         transferred pursuant to such transaction or transactions;

provided, however, that in any such case, (1) if the Common Stock of such Person
is not at such time and has not been continuously over the preceding twelve (12)
month period registered under Section 12 of the Exchange Act, and such Person is
a direct or indirect  Subsidiary of another  Person the Common Stock of which is
and has been so registered,  "Principal Party" shall refer to such other Person;
and (2) in case such Person is a  Subsidiary,  directly or  indirectly,  of more
than one Person,  the Common  Stock of two or more of which are and have been so
registered,  "Principal  Party"  shall refer to whichever of such Persons is the
issuer of the Common Stock having the greatest aggregate market value.

         (c) The Company shall not  consummate any such  consolidation,  merger,
sale or transfer  unless the Principal  Party shall have a sufficient  number of
its authorized shares of Common Stock which have not been issued or reserved for
issuance to permit the  exercise in full of the Rights in  accordance  with this
Section 13 and unless prior thereto the Company and such  Principal  Party shall
have  executed  and  delivered  to the  Rights  Agent a  supplemental  agreement
providing for the terms set forth in  paragraphs  (a) and (b) of this Section 13
and  further  providing  that,  as soon as  practicable  after  the  date of any
consolidation,  merger, sale or transfer of assets mentioned in paragraph (a) of
this Section 13, the Principal Party will:

                  (i) prepare and file a registration  statement  under the Act,
         with respect to the Rights and the securities purchasable upon exercise
         of the Rights on an appropriate  form, and will use its best efforts to
         cause such  registration  statement to (A) become  effective as soon as
         practicable  after  such  filing  and  (B)  remain  effective  (with  a
         prospectus at all times meeting the  requirements of the Act) until the
         Expiration Date; and

                  (ii)  will  deliver  to  holders  of  the  Rights   historical
         financial statements for the Principal Party and each of its Affiliates
         which comply in all respects with the  requirements for registration on
         Form 10 under the Exchange Act.

The provisions of this Section 13 shall similarly apply to successive mergers or
consolidations or sales or other transfers. In the event that a Section 13 Event
shall occur at any time after the occurrence of a Section  11(a)(ii)  Event, the
Rights  which  have not  theretofore  been  exercised  shall  thereafter  become
exercisable in the manner described in Section 13(a).

         Section 14.  Fractional Rights and Fractional  Shares.  (a) The Company
shall not be  required  to issue  fractions  of Rights or to  distribute  Rights
Certificates  which  evidence  fractional  Rights.  In lieu  of such  fractional
Rights, there shall be paid to the registered holders of the Rights Certificates
with regard to which such  fractional  Rights would  otherwise  be issuable,  an
amount in cash equal to the same fraction of the current market value of a whole
Right.  For purposes of this Section 14(a),  the current market value of a whole
Right shall be the closing  price of the Rights for the Trading Day  immediately
prior to the date on which such  fractional  Rights  would  have been  otherwise
issuable.  The  closing  price of the  Rights for any day shall be the last sale
price,  regular  way,  or, in case no such  sale  takes  place on such day,  the
average of the  closing  bid and asked  prices,  regular  way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities  listed or admitted to trading on the New York Stock  Exchange or,
if the  Rights  are not  listed or  admitted  to  trading  on the New York Stock
Exchange, as reported to the principal consolidated transaction reporting system
with respect to securities listed on the principal national  securities exchange
on which the Rights are listed or admitted to trading,  or if the Rights are not
listed or  admitted to trading on any  national  securities  exchange,  the last
quoted  price or, if not so  quoted,  the  average of the high bid and low asked
prices in the  over-the-counter  market,  as  reported  by Nasdaq or such  other
system then in use or, if on any such date the Rights are not quoted by any such
organization,  the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Rights selected by the Board of
Directors of the  Company.  If on any such date no such market maker is making a
market in the Rights the fair value of the Rights on such date as  determined in
good faith by the Board of Directors of the Company shall be used.

         (b) The Company  shall not be required to issue  fractions of shares of
Common Stock upon  exercise of the Rights or to  distribute  certificates  which
evidence  fractional  shares of Common Stock.  In lieu of  fractional  shares of
Common  Stock,  the  Company  shall  pay to the  registered  holders  of  Rights
Certificates  at the time such Rights are exercised as herein provided an amount
in cash equal to the same  fraction of the current  market value of one share of
Common Stock.  For purposes of this Section  14(b),  the current market value of
one  share of Common  Stock  shall be the  closing  price of one share of Common
Stock (as  determined  pursuant  to Section  11(d)  hereof)  for the Trading Day
immediately prior to the date of such exercise.

         (c) The holder of a Right by the  acceptance  of the  Rights  expressly
waives such holder's  right to receive any  fractional  Rights or any fractional
shares upon exercise of a Right.

         Section 15.  Rights of Action.  All rights of action in respect of this
Agreement,  other than rights of action  vested in the Rights Agent  pursuant to
Sections 18 and 20 hereof,  are vested in the respective  registered  holders of
the Rights  Certificates  (and, prior to the  Distribution  Date, the registered
holders  of  the  Common  Stock);  and  any  registered  holder  of  any  Rights
Certificate (or, prior to the Distribution  Date, of the Common Stock),  without
the consent of the Rights Agent or of the holder of any other Rights Certificate
(or, prior to the Distribution Date, of the Common Stock), may, in such holder's
own behalf and for such  holder's own benefit,  enforce,  and may  institute and
maintain  any suit,  action or  proceeding  against the  Company to enforce,  or
otherwise  act in respect of, his or her right to exercise the Rights  evidenced
by such Rights Certificate in the manner provided in such Rights Certificate and
in this Agreement.  Without limiting the foregoing or any remedies  available to
the  holders of Rights,  it is  specifically  acknowledged  that the  holders of
Rights would not have an adequate remedy at law for any breach of this Agreement
and shall be entitled to specific  performance of the obligations  hereunder and
injunctive  relief  against actual or threatened  violations of the  obligations
hereunder of any Person subject to this Agreement.

         Section 16.  Agreement  of Rights  Holders.  Every holder of a Right by
accepting the same consents and agrees with the Company and the Rights Agent and
with every holder of a Right that:

         (a) prior to the  Distribution  Date,  the Rights will be  transferable
only in connection with the transfer of Common Stock;

         (b)  after  the   Distribution   Date,  the  Rights   Certificates  are
transferable  only on the registry  books of the Rights Agent if  surrendered at
the  principal  office  or  offices  of the  Rights  Agent  designated  for such
purposes,  duly endorsed or accompanied  by a proper  instrument of transfer and
with the appropriate forms and certificates fully executed;

         (c) subject to Section 6(a) and Section  7(f)  hereof,  the Company and
the  Rights  Agent  may  deem  and  treat  the  person  in  whose  name a Rights
Certificate  (or, prior to the  Distribution  Date, the associated  Common Stock
certificate)  is  registered  as the  absolute  owner  thereof and of the Rights
evidenced thereby  (notwithstanding any notations of ownership or writing on the
Rights  Certificates or the associated Common Stock  certificates made by anyone
other than the Company or the Rights  Agent) for all  purposes  whatsoever,  and
neither  the  Company  nor the Rights  Agent,  subject to the last  sentence  of
Section  7(e)  hereof,  shall be  required  to be  affected by any notice to the
contrary; and

         (d) notwithstanding anything in this Agreement to the contrary, neither
the Company nor the Rights  Agent  shall have any  liability  to any holder of a
Right or other  Person  as a  result  of its  inability  to  perform  any of its
obligations  under this  Agreement  by reason of any  preliminary  or  permanent
injunction  or other  order,  decree  or ruling  issued by a court of  competent
jurisdiction  or by a  governmental,  regulatory  or  administrative  agency  or
commission,  or any statute,  rule, regulation or executive order promulgated or
enacted by any  governmental  authority,  prohibiting  or otherwise  restraining
performance  of  such  obligation;  provided,  however,  the  Company  must  use
reasonable efforts to have any such order,  decree or ruling lifted or otherwise
overturned as soon as possible.

         Section 17.  Rights  Certificate  Holder Not Deemed a  Stockholder.  No
holder, as such, of any Rights  Certificate  shall be entitled to vote,  receive
dividends  or be deemed for any purpose to be the holder of the shares of Common
Stock or any other  securities  of the Company which may at any time be issuable
upon  the  exercise  of the  Rights  represented  thereby,  nor  shall  anything
contained  herein or in any Rights  Certificate  be construed to confer upon the
holder of any Rights Certificate, as such, any of the rights of a stockholder of
the  Company  or any right to vote for the  election  of  directors  or upon any
matter submitted to stockholders at any meeting thereof,  or to give or withhold
consent to any  corporate  action,  or to receive  notice of  meetings  or other
actions affecting  stockholders (except as provided in Section 25 hereof), or to
receive  dividends or  subscription  rights,  or  otherwise,  until the Right or
Rights  evidenced  by such  Rights  Certificate  shall  have been  exercised  in
accordance with the provisions hereof.

         Section 18.  Concerning the Rights Agent. (a) The Company agrees to pay
to the Rights Agent  reasonable  compensation  for all  services  rendered by it
hereunder and, from time to time, on demand of the Rights Agent,  its reasonable
expenses and counsel fees and disbursements and other disbursements  incurred in
the  administration  and  execution  of  this  Agreement  and the  exercise  and
performance of its duties hereunder.

         (b) The Rights  Agent shall be  protected  and shall incur no liability
for or in respect of any action  taken,  suffered or omitted by it in connection
with  its   administration  of  this  Agreement  in  reliance  upon  any  Rights
Certificate  or  certificate  for Common  Stock or for other  securities  of the
Company,  instrument of assignment or transfer, power of attorney,  endorsement,
affidavit, letter, notice, direction, consent, certificate,  statement, or other
paper or document  believed by it to be genuine and to be signed,  executed and,
where necessary,  verified or acknowledged,  by the proper Person or Persons, or
otherwise upon the advice of counsel as set forth in Section 20 hereof.

         Section 19. Merger or  Consolidation or Change of Name of Rights Agent.
(a) Any  corporation  into which the Rights Agent or any successor  Rights Agent
may be merged or with which it may be consolidated, or any corporation resulting
from any  merger or  consolidation  to which the Rights  Agent or any  successor
Rights Agent shall be a party,  or any  corporation  succeeding to the corporate
trust or stock  transfer  business of the Rights Agent or any  successor  Rights
Agent,  shall be the successor to the Rights Agent under this Agreement  without
the  execution  or filing of any paper or any  further act on the part of any of
the  parties  hereto.  In case at the time such  successor  Rights  Agent  shall
succeed to the agency created by this Agreement,  any of the Rights Certificates
shall have been countersigned but not delivered, any such successor Rights Agent
may adopt the  countersignature  of a predecessor  Rights Agent and deliver such
Rights Certificates so countersigned;  and in case at the time any of the Rights
Certificates shall not have been  countersigned,  any successor Rights Agent may
countersign such Rights Certificates either in the name of the predecessor or in
the name of the  successor  Rights  Agent;  and in all such  cases  such  Rights
Certificates  shall have the full force provided in the Rights  Certificates and
in this Agreement.

         (b) In case at any time the name of the Rights  Agent shall be changed,
and at such time any of the Rights  Certificates  shall have been  countersigned
but not  delivered,  the Rights Agent may adopt the  countersignature  under its
prior name and deliver Rights  Certificates  so  countersigned;  and in case, at
that time, any of the Rights Certificates shall not have been countersigned, the
Rights Agent may countersign such Rights  Certificates  either in its prior name
or in its changed  name;  and in all such cases such Rights  Certificates  shall
have the full force provided in the Rights Certificates and in this Agreement.

         Section 20. Duties of Rights  Agent.  The Rights Agent  undertakes  the
duties and  obligations  imposed by this Agreement upon the following  terms and
conditions,  by all of which the Company and the holders of Rights Certificates,
by their acceptance thereof, shall be bound:

         (a) The Rights Agent may consult  with legal  counsel (who may be legal
counsel  for the  Company),  and the opinion of such  counsel  shall be full and
complete authorization and protection to the Rights Agent as to any action taken
or omitted by it in good faith and in accordance with such opinion.

         (b) Whenever in the  performance of its duties under this Agreement the
Rights  Agent  shall  deem it  necessary  or  desirable  that any fact or matter
(including,  without  limitation,  the identity of any Acquiring  Person and the
determination of "current market price") be proved or established by the Company
prior to taking or suffering any action  hereunder,  such fact or matter (unless
other  evidence in respect  thereof be herein  specifically  prescribed)  may be
deemed to be conclusively  proved and established by a certificate signed by the
Chairman  and  Chief  Executive  Officer,  President,  any Vice  President,  the
Treasurer,  any Assistant Treasurer, the Secretary or any Assistant Secretary of
the Company and delivered to the Rights  Agent;  and such  certificate  shall be
full  authorization to the Rights Agent for any action taken or suffered in good
faith by it under  the  provisions  of this  Agreement  in  reliance  upon  such
certificate.

         (c) The Rights Agent shall be liable  hereunder  only for its own gross
negligence, bad faith or willful misconduct.

         (d) The Rights Agent shall not be liable for or by reason of any of the
statements  of fact or  recital  contained  in this  Agreement  or in the Rights
Certificates   or  be   required   to  verify   the  same   (except  as  to  its
countersignature  on such  Rights  Certificates),  but all such  statements  and
recitals are and shall be deemed to have been made by the Company only.

         (e) The Rights Agent shall not be under any  responsibility  in respect
of the validity of this  Agreement or the execution and delivery  hereof (except
the due  execution  hereof by the Rights Agent) or in respect of the validity or
execution of any Rights Certificate (except its countersignature  thereof);  nor
shall it be  responsible  for any  breach  by the  Company  of any  covenant  or
condition contained in this Agreement or in any Rights Certificate; nor shall it
be responsible  for any change in the  exercisability  of the Rights  (including
Rights becoming void pursuant to Section 7(e) hereof) or any adjustment required
under  the  provisions  of  Section  11,  Section  13 or  Section  24  hereof or
responsible  for the  manner,  method or amount  of any such  adjustment  or the
ascertaining  of the existence of facts that would  require any such  adjustment
(except with respect to the exercise of Rights evidenced by Rights  Certificates
after actual notice of any such  adjustment);  nor shall it by any act hereunder
be deemed to make any  representation  or  warranty as to the  authorization  or
reservation  of any  shares  of  Common  Stock  to be  issued  pursuant  to this
Agreement or any Rights  Certificate or as to whether any shares of Common Stock
will,  when so  issued,  be  validly  authorized  and  issued,  fully  paid  and
nonassessable.

         (f) The Company agrees that it will perform,  execute,  acknowledge and
deliver or cause to be performed, executed,  acknowledged and delivered all such
further and other acts, instruments and assurances as may reasonably be required
by the Rights Agent for the carrying  out or  performing  by the Rights Agent of
the provisions of this Agreement.

         (g) The  Rights  Agent is  hereby  authorized  and  directed  to accept
instructions  with respect to the  performance of its duties  hereunder from the
Chief  Executive  Officer,  President,  any Vice President,  the Secretary,  any
Assistant  Secretary,  the Treasurer or any Assistant  Treasurer of the Company,
and to apply to such officers for advice or  instructions in connection with its
duties,  and it shall not be liable for any action taken or suffered to be taken
by it in good faith in accordance with instructions of any such officer.

         (h) The Rights Agent and any stockholder, director, officer or employee
of the  Rights  Agent  may  buy,  sell  or deal in any of the  Rights  or  other
securities of the Company or become pecuniarily interested in any transaction in
which the  Company  may be  interested,  or  contract  with or lend money to the
Company or otherwise  act as fully and freely as though it were not Rights Agent
under this Agreement. Nothing herein shall preclude the Rights Agent from acting
in any other capacity for the Company or for any other legal entity.

         (i) The Rights  Agent may  execute  and  exercise  any of the rights or
powers hereby vested in it or perform any duty hereunder  either itself or by or
through its attorneys or agents, and the Rights Agent shall not be answerable or
accountable for any act, default, neglect or misconduct of any such attorneys or
agents or for any loss to the  Company  resulting  from any such  act,  default,
neglect or misconduct;  provided, however, that reasonable care was exercised in
the selection and continued employment thereof.

         (j) No provision of this  Agreement  shall  require the Rights Agent to
expend or risk its own funds or otherwise  incur any financial  liability in the
performance  of any of its duties  hereunder or in the exercise of its rights if
there shall be reasonable  grounds for believing that repayment of such funds or
adequate  indemnification  against  such  risk or  liability  is not  reasonably
assured to it.

         (k) If,  with  respect to any  Rights  Certificate  surrendered  to the
Rights Agent for exercise or transfer,  the certificate  attached to the form of
assignment  or form of election to purchase,  as the case may be, has either not
been  completed  or  indicates  an  affirmative  response  to  clause 1 and/or 2
thereof, the Rights Agent shall not take any further action with respect to such
requested exercise or transfer without first consulting with the Company.

         Section 21. Change of Rights  Agent.  The Rights Agent or any successor
Rights Agent may resign and be discharged  from its duties under this  Agreement
upon  thirty (30) days'  notice in writing  mailed to the  Company,  and to each
transfer agent of the Common Stock,  by registered or certified mail, and to the
holders of the Rights  Certificates by first-class  mail. The Company may remove
the Rights Agent or any successor  Rights Agent upon thirty (30) days' notice in
writing,  mailed to the Rights Agent or successor  Rights Agent, as the case may
be, and to each transfer  agent of the Common Stock,  by registered or certified
mail, and to the holders of the Rights  Certificates by first-class mail. If the
Rights Agent shall resign or be removed or shall otherwise  become  incapable of
acting,  the Company  shall  appoint a  successor  to the Rights  Agent.  If the
Company shall fail to make such appointment  within a period of thirty (30) days
after giving  notice of such removal or after it has been notified in writing of
such resignation or incapacity by the resigning or incapacitated Rights Agent or
by the holder of a Rights  Certificate (who shall, with such notice,  submit his
or her Rights  Certificate  for inspection by the Company),  then any registered
holder  of  any  Rights   Certificate  may  apply  to  any  court  of  competent
jurisdiction  for the  appointment of a new Rights Agent.  Any successor  Rights
Agent,  whether  appointed  by the  Company  or by  such  a  court,  shall  be a
corporation  organized and doing business in good standing under the laws of the
United States or any state of the United  States and which is  authorized  under
such  laws  to  exercise  corporate  trust  or  share  transfer  powers.   After
appointment,  the  successor  Rights Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as Rights
Agent  without  further  act or deed;  but the  predecessor  Rights  Agent shall
deliver and transfer to the successor Rights Agent any property at the time held
by it  hereunder,  and execute and  deliver  any further  reasonable  assurance,
conveyance,  act or deed necessary for the purpose. Not later than the effective
date of any such  appointment,  the Company shall file notice thereof in writing
with the  predecessor  Rights Agent and each transfer agent of the Common Stock,
and mail a notice  thereof in writing  to the  registered  holders of the Rights
Certificates.  Failure to give any notice provided for in this Section 21 or any
defect  therein shall not affect the legality or validity of the  resignation or
removal of the Rights Agent or the appointment of the successor Rights Agent, as
the case may be.

         Section 22. Issuance of New Rights Certificates. Notwithstanding any of
the provisions of this  Agreement or of the Rights to the contrary,  the Company
may, at its option, issue new Rights Certificates evidencing Rights in such form
as may be approved by its Board of Directors to reflect any adjustment or change
in the  Purchase  Price  and the  number  or kind or  class of  shares  or other
securities  or  property  purchasable  under  the  Rights  Certificates  made in
accordance  with the provisions of this  Agreement.  In addition,  in connection
with the issuance or sale of shares of Common Stock  following the  Distribution
Date and prior to the redemption or expiration of the Rights, the Company shall,
with  respect  to  shares of Common  Stock so  issued  or sold  pursuant  to the
exercise of stock options or under any employee plan or arrangement,  granted or
awarded prior to the  Distribution  Date,  or upon the  exercise,  conversion or
exchange  of  securities   hereinafter  issued  by  the  Company,  issue  Rights
Certificates  representing  an appropriate  number of Rights in connection  with
such issuance or sale;  provided,  however,  that (i) no such Rights Certificate
shall be issued if,  and to the extent  that,  the  Company  shall be advised by
counsel that such issuance would create a significant  risk of material  adverse
tax  consequences  to the Company or the Person to whom such Rights  Certificate
would be issued,  and (ii) no such Rights Certificate shall be issued if, and to
the extent that,  appropriate  adjustment shall otherwise have been made in lieu
of the issuance thereof.

         Section 23.  Redemption and Termination.  (a) The Board of Directors of
the  Company  may,  at its  option,  at any time prior to the earlier of (i) the
Close of Business on the tenth day following the Stock  Acquisition Date (or, if
the Stock  Acquisition  Date shall have occurred  prior to the Record Date,  the
Close of Business on the tenth day following the Record Date), or (ii) the Final
Expiration Date, redeem all but not less than all of the then outstanding Rights
at a  redemption  price of $.01 per Right,  as such amount may be  appropriately
adjusted  to reflect any share  split,  share  dividend  or similar  transaction
occurring  after  the date  hereof  (such  redemption  price  being  hereinafter
referred to as the "Redemption  Price").  Notwithstanding  anything contained in
this Agreement to the contrary,  the Rights shall not be  exercisable  after the
first  occurrence of a Section  11(a)(ii) Event until such time as the Company's
right of redemption  hereunder has expired.  The Company may, at its option, pay
the  Redemption  Price in cash,  shares of Common  Stock  (based on the "current
market  price",  as defined in Section 11(d) hereof,  of the Common Stock at the
time of redemption) or any other form of consideration deemed appropriate by the
Board of Directors.  The  redemption of the Rights by the Board of Directors may
be made  effective at such time,  on such basis and with such  conditions as the
Board of Directors in its sole discretion may establish.

         (b)  Immediately  upon the  action  of the  Board of  Directors  of the
Company ordering the redemption of the Rights, evidence of which shall have been
filed with the Rights  Agent and  without  any  further  action and  without any
notice,  the right to  exercise  the Rights  will  terminate  and the only right
thereafter of the holders of Rights shall be to receive the Redemption Price for
each Right so held. Promptly after the action of the Board of Directors ordering
the redemption of the Rights,  the Company shall give notice of such  redemption
to the Rights  Agent and the holders of the then  outstanding  Rights by mailing
such notice to all such holders at each holder's last address as it appears upon
the registry  books of the Rights Agent or, prior to the  Distribution  Date, on
the registry books of the transfer agent for the Common Stock.  Any notice which
is mailed in the manner herein  provided  shall be deemed given,  whether or not
the holder  receives the notice.  Each such notice of redemption  will state the
method by which the payment of the Redemption Price will be made.

         Section 24. Exchange. (a) The Board of Directors of the Company may, at
its option, at any time after any Person becomes an Acquiring  Person,  exchange
all or part of the then  outstanding  and  exercisable  Rights  (which shall not
include  Rights that have become void pursuant to the provisions of Section 7(e)
hereof) for shares of Common  Stock at an exchange  ratio of one share of Common
Stock per Right,  appropriately  adjusted  to  reflect  any stock  split,  stock
dividend or similar  transaction  occurring after the date hereof (such exchange
ratio being hereinafter  referred to as the "Exchange  Ratio").  Notwithstanding
the  foregoing,  the Board of  Directors  shall not be  empowered to effect such
exchange at any time after any Person (other than the Company, any Subsidiary of
the Company,  any employee  benefit plan of the Company or of any  Subsidiary of
the Company,  or any Person  organized,  appointed or established by the Company
for or pursuant to the terms of any such plan), together with all Affiliates and
Associates of such Person,  becomes the Beneficial  Owner of fifty percent (50%)
or more of the Common Stock then outstanding.

         (b)  Immediately  upon the  action  of the  Board of  Directors  of the
Company  ordering the exchange of any Rights  pursuant to subsection (a) of this
Section 24 and without any further  action and without any notice,  the right to
exercise such Rights shall  terminate and the only right  thereafter of a holder
of such Rights  shall be to receive  that number of shares of Common Stock equal
to the number of such  Rights  held by such holder  multiplied  by the  Exchange
Ratio. The Company shall promptly give public notice of any exchange;  provided,
however,  that the  failure to give,  or any defect in,  such  notice  shall not
affect the validity of such exchange.  The Company  promptly shall mail a notice
of any  such  exchange  to all of the  holders  of such  Rights  at  their  last
addresses as they appear upon the registry books of the Rights Agent. Any notice
which is mailed in the manner herein provided shall be deemed given,  whether or
not the holder receives the notice.  Each such notice of exchange will state the
method by which the  exchange  of the Common  Stock for Rights  will be effected
and, in the event of any partial  exchange,  the number of Rights  which will be
exchanged. Any partial exchange will be effected pro rata based on the number of
Rights (other than Rights which have become void  pursuant to the  provisions of
Section 7(e) hereof) held by each holder of Rights.

         (c) In any exchange  pursuant to this  Section 24, the Company,  at its
option,  may  substitute  common share  equivalents  (as such term is defined in
Section  11(a)(iii)  hereof)  for  some or all of the  shares  of  Common  Stock
exchangeable for Rights.

         (d) In the event that there  shall not be  sufficient  shares of Common
Stock  issued but not  outstanding  or  authorized  but  unissued  to permit any
exchange  of Rights as  contemplated  in  accordance  with this  Section 24, the
Company shall take all such actions as may be necessary to authorize  additional
shares of Common Stock for issuance upon exchange of the Rights.

         (e) The Company  shall not be required to issue  fractions of shares of
Common Stock or to distribute  certificates which evidence  fractional shares of
Common Stock. In lieu of such fractional shares of Common Stock,  there shall be
paid to the registered  holders of the Rights  Certificates with regard to which
such fractional shares of Common Stock would otherwise be issuable, an amount in
cash equal to the same fraction of the current  market value of a whole share of
Common Stock.  For the purposes of this subsection (e), the current market value
of a whole share of Common Stock shall be the closing price of a share of Common
Stock (as  determined  pursuant  to Section  11(d)  hereof)  for the Trading Day
immediately prior to the date of exchange pursuant to this Section 24.

         Section 25.  Notice of Certain  Events.  (a) In case the Company  shall
propose,  at any time  after  the  Distribution  Date,  (i) to pay any  dividend
payable  in stock of any class to the  holders  of  Common  Stock or to make any
other  distribution  to the  holders  of  Common  Stock  (other  than a  regular
quarterly cash dividend out of earnings or retained earnings of the Company), or
(ii) to offer to the holders of Common Stock rights or warrants to subscribe for
or to purchase  any  additional  shares of Common Stock or stock of any class or
any other securities, rights or options, or (iii) to effect any reclassification
of  its  Common  Stock  (other  than  a  reclassification   involving  only  the
subdivision of outstanding Common Stock), or (iv) to effect any consolidation or
merger into or with any other Person  (other than a Subsidiary of the Company in
a transaction  which complies with Section 11(o) hereof),  or to effect any sale
or other  transfer (or to permit one or more of its  Subsidiaries  to effect any
sale or other transfer), in one transaction or a series of related transactions,
of  more  than  50% of the  assets  or  earning  power  of the  Company  and its
Subsidiaries  (taken as a whole) to any other Person or Persons  (other than the
Company and/or any of its Subsidiaries in one or more transactions each of which
complies  with  Section  11(o)  hereof),  or  (v)  to  effect  the  liquidation,
dissolution  or winding up of the Company,  then, in each such case, the Company
shall give to each holder of a Rights Certificate, to the extent feasible and in
accordance with Section 26 hereof, a notice of such proposed action, which shall
specify the record date for the purposes of such stock dividend, distribution of
rights or warrants, or the date on which such  reclassification,  consolidation,
merger, sale, transfer, liquidation, dissolution, or winding up is to take place
and the date of  participation  therein  by the  holders of the shares of Common
Stock, if any such date is to be fixed, and such notice shall be so given in the
case of any action covered by clause (i) or (ii) above at least twenty (20) days
prior to the  record  date for  determining  holders  of the  Common  Stock  for
purposes  of such  action,  and in the case of any such other  action,  at least
twenty (20) days prior to the date of the taking of such proposed  action or the
date of  participation  therein by the  holders  of the shares of Common  Stock,
whichever shall be the earlier.

         (b) In case the event  set  forth in  Section  11(a)(ii)  hereof  shall
occur,  then,  in any  such  case,  the  Company  shall  as soon as  practicable
thereafter give to each holder of a Rights  Certificate,  to the extent feasible
and in  accordance  with Section 26 hereof,  a notice of the  occurrence of such
event,  which  shall  specify  the  event and the  consequences  of the event to
holders of Rights under Section 11(a)(ii) hereof.

         Section 26. Notices. Notices or demands authorized by this Agreement to
be given or made by the Rights Agent or by the holder of any Rights  Certificate
to or on the Company shall be sufficiently  given or made if sent by first-class
mail, postage prepaid, addressed (until another address is filed in writing with
the Rights Agent) as follows:

                  Central and South West Corporation
                  1616 Woodall Rodgers Freeway
                  Dallas, Texas  75202-1234
                  Attention:  Secretary

Subject to the provisions of Section 21 hereof,  any notice or demand authorized
by this  Agreement  to be given or made by the  Company  or by the holder of any
Rights Certificate to or on the Rights Agent shall be sufficiently given or made
if sent by first-class mail,  postage prepaid,  addressed (until another address
is filed in writing with the Company) as follows:

                  [                             ]
                  [                             ]
                  [                             ]
                  Attention:  [                   ]

Notices  or  demands  authorized  by this  Agreement  to be given or made by the
Company or the Rights  Agent to the holder of any  Rights  Certificate  (or,  if
prior to the  Distribution  Date,  to the  holder of  certificates  representing
shares  of  Common  Stock)  shall  be  sufficiently  given  or  made  if sent by
first-class  mail,  postage prepaid,  addressed to such holder at the address of
such holder as shown on the registry books of the Company.

         Section 27.  Supplements and  Amendments.  The Company may from time to
time  supplement or amend this Agreement  without the approval of any holders of
Rights Certificates in order to cure any ambiguity, to correct or supplement any
provision contained herein which may be defective or inconsistent with any other
provision  herein,  or to make any other  provisions  with respect to the Rights
which the  Company may deem  necessary  or  desirable,  any such  supplement  or
amendment  to be  evidenced  by a writing  signed by the  Company and the Rights
Agent; provided, however, that from and after such time as any Person becomes an
Acquiring Person,  this Agreement shall not be amended in any manner which would
adversely  affect  the  interests  of  the  holders  of  Rights.  Prior  to  the
Distribution  Date,  the  interest  of the  holders  of  Rights  shall be deemed
coincident with the interests of the holders of Common Stock.  Without  limiting
the  foregoing,  the  Company  may at any time  prior to such time as any Person
becomes an Acquiring  Person amend this  Agreement to lower the  thresholds  set
forth in Sections 1(a) and 3(a) to a percentage  that (subject to exceptions for
specified Persons or groups excepted from the definition of "Acquiring  Person")
is not less than the greater of (i) the sum of .001% and the largest  percentage
of the  outstanding  shares of Common  Stock  then  known by the  Company  to be
beneficially owned by any Person (other than the Company,  any Subsidiary of the
Company,  any employee  benefit plan of the Company or of any  Subsidiary of the
Company,  any Person  organized,  appointed or established by the Company for or
pursuant  to the  terms of any such  plan or, to the  extent  excepted  from the
definition of "Acquiring  Person",  other specified  persons or groups) and (ii)
10.0%.

          Section 28.  Successors.  All the  covenants  and  provisions  of this
Agreement  by or for the benefit of the  Company or the Rights  Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.

         Section 29.  Determination and Actions by the Board of Directors,  etc.
For all purposes of this  Agreement,  any calculation of the number of shares of
Common Stock  outstanding  at any  particular  time,  including  for purposes of
determining the particular percentage of such outstanding shares of Common Stock
of which any Person is the Beneficial  Owner,  shall be made in accordance  with
the last sentence of Rule  13d-3(d)(l)(i)  of the General Rules and  Regulations
under the Exchange  Act.  The Board of  Directors of the Company  shall have the
exclusive  power and authority to administer  this Agreement and to exercise all
rights and powers specifically  granted to the Board of Directors of the Company
or to the Company,  or as may be necessary or advisable in the administration of
this  Agreement,  including,  without  limitation,  the  right  and power to (i)
interpret the  provisions of this  Agreement,  and (ii) make all  determinations
deemed  necessary  or  advisable  for  the   administration  of  this  Agreement
(including,  but not  limited  to, a  determination  to redeem or not redeem the
Rights  or  to  amend  this   Agreement).   All  such   actions,   calculations,
interpretations and determinations (including, for purposes of clause (y) below,
all omissions with respect to the foregoing) which are done or made by the Board
of Directors of the Company in good faith,  shall (x) be final,  conclusive  and
binding on the  Company,  the Rights  Agent,  the  holders of the Rights and all
other parties,  and (y) not subject the Board of Directors of the Company to any
liability to the holders of the Rights.

         Section 30. Benefits of this Agreement. Nothing in this Agreement shall
be construed to give to any Person other than the Company,  the Rights Agent and
the  registered   holders  of  the  Rights   Certificates  (and,  prior  to  the
Distribution  Date,  registered  holders  of the  Common  Stock)  any  legal  or
equitable right, remedy or claim under this Agreement;  but this Agreement shall
be for the sole and exclusive  benefit of the Company,  the Rights Agent and the
registered  holders of the Rights  Certificates  (and, prior to the Distribution
Date, registered holders of the Common Stock).

         Section  31.  Severability.   If  any  term,  provision,   covenant  or
restriction  of this Agreement is held by a court of competent  jurisdiction  or
other  authority  to be invalid,  void or  unenforceable,  the  remainder of the
terms, provisions,  covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected,  impaired or invalidated;
provided,  however,  that  notwithstanding  anything  in this  Agreement  to the
contrary, if any such term,  provision,  covenant or restriction is held by such
court  or  authority  to be  invalid,  void or  unenforceable  and the  Board of
Directors of the Company determines in its good faith judgment that severing the
invalid  language  from this  Agreement  would  adversely  affect the purpose or
effect of this Agreement, the right of redemption set forth in Section 23 hereof
shall be  reinstated  and shall not expire  until the Close of  Business  on the
tenth day following the date of such  determination by the Board of Directors of
the Company.

         Section 32.  Governing Law. This Agreement,  each Right and each Rights
Certificate  issued  hereunder  shall be deemed to be a contract  made under the
laws of the State of  Delaware  and for all  purposes  shall be  governed by and
construed in accordance with the laws of such State applicable to contracts made
and to be performed entirely within such State.

         Section 33. Counterparts.  This Agreement may be executed in any number
of counterparts and each of such  counterparts  shall for all purposes be deemed
to be an original,  and all such counterparts shall together  constitute but one
and the same instrument.

          Section 34. Descriptive Headings.  Descriptive headings of the several
Sections of this  Agreement  are  inserted  for  convenience  only and shall not
control or affect the meaning or construction of any of the provisions hereof.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and their  respective  corporate seals to be hereunto  affixed and
attested, all as of the day and year first above written.

Attest:                              CENTRAL AND SOUTH WEST CORPORATION


By:                                  By:

Name:                                    Name:
Title:                                   Title:





Attest:                                      [                     ]


By:                                   By:

Name:                                 Name:
Title:                                Title:



<PAGE>

                                                     Exhibit A



                          [Form of Rights Certificate]


Certificate No. R-                                  __________ Rights
NOT EXERCISABLE AFTER ____________,  2007 OR EARLIER IF REDEEMED OR EXCHANGED BY
THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY,
AT $.01 PER  RIGHT,  AND TO  EXCHANGE  ON THE  TERMS  SET  FORTH  IN THE  RIGHTS
AGREEMENT.  UNDER  CERTAIN  CIRCUMSTANCES,   RIGHTS  BENEFICIALLY  OWNED  BY  AN
ACQUIRING  PERSON  (AS SUCH TERM IS DEFINED  IN THE  RIGHTS  AGREEMENT)  AND ANY
SUBSEQUENT  HOLDER  OF SUCH  RIGHTS  MAY  BECOME  NULL  AND  VOID.  [THE  RIGHTS
REPRESENTED  BY THIS  RIGHTS  CERTIFICATE  ARE OR WERE  BENEFICIALLY  OWNED BY A
PERSON WHO WAS OR BECAME AN ACQUIRING  PERSON OR AN AFFILIATE OR ASSOCIATE OF AN
ACQUIRING  PERSON  (AS  SUCH  TERMS  ARE  DEFINED  IN  THE  RIGHTS   AGREEMENT).
ACCORDINGLY,  THIS  RIGHTS  CERTIFICATE  AND THE RIGHTS  REPRESENTED  HEREBY MAY
BECOME  NULL AND VOID IN THE  CIRCUMSTANCES  SPECIFIED  IN SECTION  7(e) OF SUCH
AGREEMENT.]




<PAGE>


                               Rights Certificate

                       CENTRAL AND SOUTH WEST CORPORATION


         This certifies that , or registered assigns, is the registered owner of
the number of Rights set forth above,  each of which entitles the owner thereof,
subject to the terms,  provisions and conditions of the Rights Agreement,  dated
as of ___________, 1997 (the "Rights Agreement"), between Central and South West
Corporation,  a Delaware corporation (the "Company"), and [ ], a [ ] corporation
(the  "Rights  Agent"),  to purchase  from the Company at any time prior to 5:00
P.M.  (Texas time) on  ___________,  2007 at the office or offices of the Rights
Agent designated for such purpose, or its successors as Rights Agent,  one-tenth
of one fully  paid,  nonassessable  share of Common  Stock,  $3.50 par value per
share (the "Common Stock"),  of the Company,  at a purchase price (the "Purchase
Price")  of $50 per  whole  share of  Common  Stock  (equivalent  to $5 for each
one-tenth of one share of Common Stock), upon presentation and surrender of this
Rights Certificate with the Form of Election to Purchase and related Certificate
duly executed.  The number of Rights  evidenced by this Rights  Certificate (and
the number of shares which may be  purchased  upon  exercise  thereof) set forth
above,  and the  Purchase  Price per share set forth  above,  are the number and
Purchase Price as of __________,  1997, based on the Common Stock as constituted
at such date.

         Upon the  occurrence  of a  Section  11(a)(ii)  Event  (as such term is
defined  in the  Rights  Agreement),  if the  Rights  evidenced  by this  Rights
Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or
Associate of any such Acquiring  Person (as such terms are defined in the Rights
Agreement),  (ii) a  transferee  of any  such  Acquiring  Person,  Associate  or
Affiliate,  or  (iii)  under  certain  circumstances  specified  in  the  Rights
Agreement,  a  transferee  of a person  who,  after  such  transfer,  became  an
Acquiring Person or an Affiliate or Associate of such Person,  such Rights shall
become null and void and no holder  hereof  shall have any right with respect to
such Rights from and after the occurrence of such Section 11(a)(ii) Event.

         As provided in the Rights Agreement,  the Purchase Price and the number
and kind of shares of Common  Stock or other  securities  which may be purchased
upon the exercise of the Rights evidenced by this Rights Certificate are subject
to modification  and adjustment upon the happening of certain events,  including
Triggering Events.

         This Rights Certificate is subject to all of the terms,  provisions and
conditions of the Rights Agreement,  which terms,  provisions and conditions are
hereby  incorporated  herein by  reference  and made a part  hereof and to which
Rights Agreement  reference is hereby made for a full description of the rights,
limitations  of rights,  obligations,  duties and  immunities  hereunder  of the
Rights  Agent,  the Company and the  holders of the Rights  Certificates,  which
limitations of rights include the temporary  suspension of the exercisability of
such Rights under the specific  circumstances set forth in the Rights Agreement.
Copies of the Rights Agreement are on file at the office of the Rights Agent and
are also available upon written request to the Rights Agent.

         This Rights  Certificate,  with or without  other Rights  Certificates,
upon surrender at the principal office or offices of the Rights Agent designated
for such purpose,  may be exchanged  for another  Rights  Certificate  or Rights
Certificates  of like tenor and date evidencing  Rights  entitling the holder to
purchase  a like  aggregate  number  of shares  of  Common  Stock as the  Rights
evidenced by the Rights Certificates surrendered shall have entitled such holder
to purchase.  If this Rights  Certificate shall be exercised in part, the holder
shall be entitled to receive upon surrender hereof another Rights Certificate or
Rights Certificates for the number of whole Rights not exercised.

         Subject to the provisions of the Rights Agreement, the Rights evidenced
by this  Certificate  may,  in each case at the  option of the  Company,  be (i)
redeemed by the Company at its option at a redemption price of $.01 per Right or
(ii)  exchanged  in  whole  or in part  for  shares  of  Common  Stock  or other
securities of the Company. Immediately upon the action of the Board of Directors
of the Company  authorizing  redemption,  the Rights will terminate and the only
right of the holders of Rights will be to receive the redemption price.

         No  fractional  shares of Common Stock will be issued upon the exercise
of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will
be made, as provided in the Rights Agreement.

         No holder  of this  Rights  Certificate  shall be  entitled  to vote or
receive  dividends  or be deemed for any  purpose the holder of shares of Common
Stock  or of any  other  securities  of the  Company  which  may at any  time be
issuable on the  exercise  hereof,  nor shall  anything  contained in the Rights
Agreement or herein be construed to confer upon the holder hereof,  as such, any
of the  rights  of a  stockholder  of the  Company  or any right to vote for the
election  of  directors  or upon any matter  submitted  to  stockholders  at any
meeting thereof,  or to give or withhold consent to any corporate action, or, to
receive notice of meetings or other actions  affecting  stockholders  (except as
provided  in the Rights  Agreement),  or to receive  dividends  or  subscription
rights,  or  otherwise,  until  the  Right or Rights  evidenced  by this  Rights
Certificate shall have been exercised as provided in the Rights Agreement.

         This  Rights  Certificate  shall  not be  valid or  obligatory  for any
purpose  until  it  shall  have  been  countersigned  manually  or by  facsimile
signature by the Rights Agent.



<PAGE>


         WITNESS the facsimile  signature of the proper  officers of the Company
and its corporate seal.

Dated as of __________, 19__

ATTEST:                          CENTRAL AND SOUTH WEST CORPORATION



____________________________     By:_______________________________
Secretary                           Name:
                                    Title:


Countersigned:


[                           ]



By:__________________________
        Authorized Signature


<PAGE>


                  [Form of Reverse Side of Rights Certificate]

                               FORM OF ASSIGNMENT

                (To be executed by the registered holder if such
               holder desires to transfer the Rights Certificate.)



FOR VALUE RECEIVED _______________________________________________________
hereby sells, assigns and transfers unto _________________________________
      (Please print name and address of transferee)
this Rights  Certificate,  together with all right,  title and interest therein,
and does hereby  irrevocably  constitute  and appoint  __________  Attorney,  to
transfer the within Rights Certificate on the books of the within-named Company,
with full power of substitution.

Dated: ___________________, ____


                                        ______________________________________
                                                        Signature

Signature Guaranteed:



<PAGE>



                                   Certificate


         The  undersigned  hereby  certifies by checking the  appropriate  boxes
that:

                  (1) this  Rights  Certificate  [ ] is [ ] is not  being  sold,
         assigned and  transferred  by or on behalf of a Person who is or was an
         Acquiring  Person or an Affiliate  or Associate of an Acquiring  Person
         (as such terms are defined pursuant to the Rights Agreement);

                  (2)  after  due  inquiry  and to  the  best  knowledge  of the
         undersigned,  it [ ] did [ ] did not  acquire the Rights  evidenced  by
         this  Rights  Certificate  from any Person who is, was or  subsequently
         became an Acquiring Person or an Affiliate or Associate of an Acquiring
         Person.

Dated: _____________, ____          __________________________________________
                                               Signature
Signature Guaranteed:


                                     NOTICE


      The signature to the foregoing  Assignment and Certificate must correspond
to the  name as  written  upon  the  face of this  Rights  Certificate  in every
particular, without alteration or enlargement or any change whatsoever.


<PAGE>


                          FORM OF ELECTION TO PURCHASE
                      (To be executed if holder desires to
                       exercise Rights represented by the
                              Rights Certificate.)


TO:  CENTRAL AND SOUTH WEST CORPORATION

      The  undersigned  hereby  irrevocably  elects to  exercise  ______  Rights
represented  by this Rights  Certificate  to purchase the shares of Common Stock
issuable  upon the  exercise  of the  Rights (or such  other  securities  of the
Company or of any other  person  which may be issuable  upon the exercise of the
Rights) and requests that  certificates for such shares (or other securities) be
issued in the name of and delivered to:

Please insert social security
or other identifying number
___________________________________________________________________________
                         (Please print name and address)
___________________________________________________________________________


      If such  number of Rights  shall not be all the Rights  evidenced  by this
Rights  Certificate,  a new Rights  Certificate  for the  balance of such Rights
shall be registered in the name of and delivered to:

Please insert social security
or other identifying number

_____________________________________________________________________________
                         (Please print name and address)
_____________________________________________________________________________


Dated:  _____________, ____

                               
                                   _________________________________________
                                                  Signature

Signature Guaranteed:



<PAGE>



                                   Certificate

      The undersigned hereby certifies by checking the appropriate boxes that:

                  (1) the Rights evidenced by this Rights  Certificate [ ] are [
      ] are not being  exercised  by or on  behalf of a Person  who is or was an
      Acquiring  Person or an Affiliate or Associate of an Acquiring  Person (as
      such terms are defined pursuant to the Rights Agreement);

                  (2)  after  due  inquiry  and to  the  best  knowledge  of the
      undersigned,  it [ ] did [ ] did not acquire the Rights  evidenced by this
      Rights  Certificate  from any Person  who is,  was or became an  Acquiring
      Person or an Affiliate or Associate of an Acquiring Person.

Dated: ______________, ____         _______________________________________
                                                  Signature

Signature Guaranteed:


                                     NOTICE

      The signature to the foregoing  Election to Purchase and Certificate  must
correspond  to the name as written upon the face of this Rights  Certificate  in
every particular, without alteration or enlargement or any change whatsoever.


<PAGE>






                                                           Exhibit B



                   SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK


      On  ___________,  1997,  the Board of  Directors of Central and South West
Corporation  (the "Company")  declared a dividend  distribution of one Right for
each outstanding share of the Company's common stock,  $3.50 par value per share
("Common  Stock"),  to  stockholders  of  record  at the  close of  business  on
__________, 1997. Each Right entitles the registered holder to purchase from the
Company  one-tenth  of one  share of  Common  Stock  at a  purchase  price  (the
"Purchase  Price") of $50 per whole share of Common Stock  (equivalent to $5 for
each  one-tenth  of one share of  Common  Stock),  subject  to  adjustment.  The
description  and terms of the  Rights are set forth in a Rights  Agreement  (the
"Rights Agreement") dated as of __________, 1997 between the Company and [ ], as
Rights Agent.

      Initially,  the Rights will be attached to all Common  Stock  certificates
representing  shares then outstanding,  and no separate Rights certificates will
be  distributed.  The  Rights  will  separate  from  the  Common  Stock  and the
Distribution  Date will occur upon the earlier of (i) 10 days following a public
announcement  that a person or group of  affiliated  or  associated  persons (an
"Acquiring Person") has acquired,  or obtained the right to acquire,  beneficial
ownership of 15% or more of the  outstanding  shares of Common Stock (the "Stock
Acquisition  Date"),  or (ii) 10  business  days (or such  later  date as may be
determined by action of the Board of Directors  prior to such time as any person
or group becomes an Acquiring  Person)  following the  commencement  of a tender
offer or exchange  offer,  which,  if  consummated,  would result in a person or
group becoming an Acquiring Person.

      Until the  Distribution  Date,  (i) the Rights  will be  evidenced  by the
Common Stock certificates and will be transferred with and only with such Common
Stock certificates,  (ii) new Common Stock certificates issued after __________,
1997 will contain a notation incorporating the Rights Agreement by reference and
(iii)  the  surrender  for  transfer  of  any   certificates  for  Common  Stock
outstanding will also constitute the transfer of the Rights  associated with the
Common Stock represented by such certificate.

      The Rights are not exercisable until the Distribution Date and will expire
at the close of business on __________,  2007,  unless  earlier  redeemed by the
Company as described below.

      As soon as practicable after the Distribution  Date,  Rights  certificates
will be mailed to  holders  of  record  of the  Common  Stock as of the close of
business  on  the  Distribution  Date  and,  thereafter,   the  separate  Rights
Certificates  alone will represent the Rights.  Except as otherwise  provided in
the  Rights  Agreement,  only  shares  of  Common  Stock  issued  prior  to  the
Distribution Date will be issued with Rights.

      In the event that, at any time following the  Distribution  Date, a person
or group  becomes an Acquiring  Person,  each holder of a Right will  thereafter
have the right to receive,  upon  exercise,  Common Stock at a 50% discount from
the then current  market price.  If an  insufficient  number of shares of Common
Stock is authorized for issuance, then the Board would be required to substitute
cash,  property  or  other  securities  of the  Company  for the  Common  Stock.
Notwithstanding any of the foregoing,  following the occurrence of the event set
forth in this  paragraph,  all rights that are, or (under certain  circumstances
specified in the Rights  Agreement)  were,  beneficially  owned by any Acquiring
Person will be null and void. However,  Rights are not exercisable following the
occurrence  of the  event  set forth in this  paragraph  until  such time as the
Rights are no longer redeemable by the Company as set forth below.

      For example,  at an exercise price of $50 per Right,  each Right not owned
by an Acquiring  Person (or by certain related  parties)  following an event set
forth in the preceding  paragraph would entitle its holder to purchase $50 worth
of Common Stock (or other consideration, as noted above) at a purchase price per
share equal to 50% of the then current  market price of a share of Common Stock.
Assuming  that the Common  Stock had a per share value of $25 at such time,  the
holder of each valid Right  would be entitled to purchase  four shares of Common
Stock for $50.

      In the event that, at any time following the Stock  Acquisition  Date, (i)
the Company is acquired in a merger or other business combination transaction in
which the Company is not the surviving  corporation,  or (ii) 50% or more of the
Company's assets or earning power is sold or transferred, each holder of a Right
(except  Rights  which  previously  have been voided as set forth  above)  shall
thereafter  have the  right  to  receive,  upon  exercise,  common  stock of the
acquiring  company at a 50% discount from the then current  market price of such
common stock. The events set forth in this paragraph and in the second preceding
paragraph are referred to as the "Triggering Events."

      The purchase  price  payable,  and the number of shares of Common Stock or
other securities or property  issuable,  upon exercise of the Rights are subject
to  adjustment  from time to time to prevent  dilution (i) in the event of stock
dividend on, or a subdivision, combination or reclassification of, the shares of
Common Stock,  (ii) if holders of the Common Stock are granted certain rights or
warrants to subscribe  for Common Stock or  convertible  securities at less than
the current market price of the Common Stock, or (iii) upon the  distribution to
holders of the Common Stock of evidences of  indebtedness  or assets  (excluding
regular  quarterly cash dividends) or of subscription  rights or warrants (other
than those referred to above).

      With certain  exceptions,  no  adjustment  in the  Purchase  Price will be
required  until  cumulative  adjustments  amount to at least 1% of the  Purchase
Price.  No  fractional  shares of Common Stock will be issued.  In lieu thereof,
there shall be paid to registered  holders of Rights  Certificates  an amount in
cash based on the market price of the shares of Common Stock on the last trading
day prior to the date of exercise.

      At any time after any  person or group  becomes  an  Acquiring  Person and
prior  to the  acquisition  by  such  person  or  group  of 50% or  more  of the
outstanding  shares of Common  Stock,  the Board of Directors of the Company may
exchange the Rights  (other than Rights owned by such person or group which will
have become  void),  in whole or in part,  at an exchange  ratio of one share of
Common  Stock (or other  equity  securities  of the  Company  having  equivalent
rights, preferences and privileges), per Right (subject to adjustment).

      In general,  the Company may redeem the Rights in whole,  but not in part,
at a  price  of  $.01  per  Right  (payable  in  cash,  Common  Stock  or  other
consideration  deemed  appropriate  by the Board of Directors) at any time until
ten days following the Stock  Acquisition  Date.  Immediately upon the action of
the Board of Directors authorizing any redemption, the Rights will terminate and
the only right of the holders of Rights will be to receive the redemption price.

      Until a Right is  exercised,  the holder  thereof,  as such,  will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive  dividends.  While the distribution of the Rights will not
result in the  recognition  of taxable  income by  stockholders  or the Company,
stockholders  may,  depending upon the  circumstances,  recognize taxable income
after a Triggering Event.

      The terms of the Rights may be  amended by the Board of  Directors  of the
Company without the consent of the holders of the Rights, including an amendment
to lower certain thresholds  described above to not less than the greater of (i)
the sum of .001% and the largest  percentage of the outstanding shares of Common
Stock then known to the Company to be beneficially  owned by any person or group
of  affiliated or  associated  persons and (ii) 10%,  except that from and after
such time as any person or group of affiliated or associated  persons becomes an
Acquiring  Person no such  amendment may  adversely  affect the interests of the
holders of the Rights.

      A copy of the Rights Agreement is available free of charge from the Rights
Agent.  This  description  of the Rights does not purport to be complete  and is
qualified  in its  entirety  by  reference  to the  Rights  Agreement,  which is
incorporated herein by reference.