EXECUTION COPY







                        $850,000,000


                         FIVE-YEAR


                      CREDIT AGREEMENT


                        dated as of


                     November 6, 1995,


               as amended and restated as of


                     January 18, 1996,


                           among


            Central and South West Corporation,


                  The Banks Listed Herein

                            and

                 Union Bank of Switzerland,
                          as Agent



                       Citibank, N.A.
                       Credit Suisse
                 Union Bank of Switzerland
                         Arrangers

                       Credit Suisse
                     Syndication Agent

                       Citibank, N.A.
                    Documentation Agent
                     TABLE OF CONTENTS


                                                        Page

  ARTICLE 1

                        DEFINITIONS

       1.1.   Definitions                                 1
       1.2.   Accounting Terms and Determinations        15
       1.3.   Types of Borrowings                        15

  ARTICLE 2

                        THE CREDITS

       2.1.   Commitments                                16
       2.2.   Term Loans                                 16
       2.3.   Notice of Committed Borrowing              16
       2.4.   Money Market Borrowings                    17
       2.5.   Notice to Banks; Funding of Loans          21
       2.6.   Notes                                      22
       2.7.   Maturity of Loans                          22
       2.8.   Interest Rates                             22
       2.9.   Fees                                       27
       2.10.  Optional Termination or Reduction
              of Commitments                             27
       2.11.  Method of Electing Interest Rates          27
       2.12.  Scheduled Termination of Commitments       29
       2.13.  Optional Prepayments                       29
       2.14.  General Provisions as to Payments          30
       2.15.  Funding Losses                             30
       2.16.  Computation of Interest and Fees           31
       2.17.  Regulation D Compensation                  31

  ARTICLE 3

                         CONDITIONS

       3.1.   Effective Date                             32
       3.2.   Borrowings                                 33

  ARTICLE 4

               REPRESENTATIONS AND WARRANTIES

       4.1.   Corporate Existence and Power              34
       4.2.   Corporate and Governmental Authorization;
              No Contravention                           35
       4.3.   Binding Effect                             35
       4.4.   Financial Information                      35
       4.5.   Litigation                                 36
       4.6.   Compliance with ERISA                      36
       4.7.   Environmental Matters                      37
       4.8.   Taxes                                      37
       4.9.   Subsidiaries                               38
       4.10.  Full Disclosure                            38
       4.11.  No Defaults                                38

  ARTICLE 5

                         COVENANTS
       5.1.   Information                                38
       5.2.   Payment of Obligations                     40
       5.3.   Maintenance of Property; Insurance         40
       5.4.   Conduct of Business and Maintenance of
              Existence                                  40
       5.5.   Compliance with Laws                       41
       5.6.   Inspection of Property, Books and Records  41
       5.7.   Use of Proceeds                            41
       5.8.   Negative Pledge                            42
       5.9.   Transactions with Affiliates               44
       5.10.  Sale of Material Subsidiaries              44
       5.11.  Prohibition of Fundamental Changes.        44
       5.12.  Minimum Consolidated Net Worth             44
       5.13.  Syndication                                45

  ARTICLE 6

                          DEFAULTS

       6.1.   Events of Default                          45
       6.2.   Notice of Default                          48

  ARTICLE 7

                         THE AGENT

       7.1.   Appointment and Authorization              48
       7.2.   Agent and Affiliates                       48
       7.3.   Action by Agent                            48
       7.4.   Consultation with Experts                  48
       7.5.   Liability of Agent                         48
       7.6.   Indemnification                            49
       7.7.   Credit Decision                            49
       7.8.   Successor Agent                            49
       7.9.   Agent's Fee                                50
       7.10.  Arrangers, etc.                            50

  ARTICLE 8

                  CHANGE IN CIRCUMSTANCES

       8.1.   Basis for Determining Interest Rate
              Inadequate or Unfair                       50
       8.2.   Illegality                                 51
       8.3.   Increased Cost and Reduced Return          52
       8.4.   Taxes                                      53
       8.5.   Base Rate Loans Substituted for  Affected
              Fixed Rate Loans                           55
       8.6.   Replacement of Bank                        56

  ARTICLE 9

                       MISCELLANEOUS

       9.1.   Notices                                    58
       9.2.   No Waivers                                 59
       9.3.   Expenses; Indemnification                  59
       9.4.   Sharing of Set-Offs                        60
       9.5.   Amendments and Waivers                     60
       9.6.   Successors and Assigns                     61
       9.7.   Collateral                                 62
       9.8.   Governing Law; Submission to Jurisdiction  63
       9.9.   Counterparts; Integration; Effectiveness   63
       9.10.  WAIVER OF JURY TRIAL                       63


       EXHIBIT A - Note
       EXHIBIT B - Money Market Quote Request
       EXHIBIT C - Invitation for Money Market Quotes
       EXHIBIT D - Money Market Quote
       EXHIBIT  E  - Opinion of Special Counsel  for  the
       Borrower   EXHIBIT F - Opinion of Special  Counsel
       for the Agent and         the Arrangers
       EXHIBIT G - Assignment and Assumption Agreement


<PAGE> 1

       AGREEMENT dated as of November 6, 1995, as amended
and restated as of January 18, 1996, among CENTRAL AND SOUTH
WEST CORPORATION, the BANKS listed on the signature pages
hereof and UNION BANK OF SWITZERLAND, as Agent.

       The parties hereto are party to a Credit Agreement
dated as of November 6, 1995, as amended by Amendment No. 1
thereto dated as of November 21, 1995 (as so amended, the
"Original Credit Agreement").  Pursuant to the Original
Credit Agreement, the Banks (such term and each other
capitalized term used but not defined in this introductory
statement having the meaning assigned to it in Section 1.1)
have made term loans to the Borrower in an aggregate
principal amount outstanding on the Effective Date equal to
$731,000,000 (the "Term Loans").  The proceeds of the Term
Loans have been used by the Borrower, directly or
indirectly, to acquire ordinary shares of Bidco, and such
proceeds have been used by Bidco to acquire ordinary shares
of the Target and to pay costs and expenses related thereto.

     The Borrower has requested that the Original Credit
Agreement be amended and restated to, among other things,
(a) convert the Term Loans to revolving credit
loans that may be prepaid and reborrowed in accordance with
the terms hereof, (b) convert the undrawn Commitment (as
defined in the Original Credit Agreement) to a revolving
credit commitment, (c) allow the proceeds of Loans to be
used by the Borrower for general corporate purposes,
including financing of the Acquisition and payment of costs
and expenses related thereto, and (d) make certain other
changes to the Original Credit Agreement to effectuate the
foregoing.

       The Banks and the Agent are willing so to amend and
restate the Original Credit Agreement.  Accordingly, the
parties hereto agree as follows:

                         ARTICLE 1

                        DEFINITIONS


SECTION 1.1  Definitions.  The following terms, as used
herein, have the following meanings:

       "Absolute Rate Auction" means a solicitation of Money
Market Quotes setting forth Money Market Absolute Rates

<PAGE> 2
pursuant to Section 2.4.

       "Acquisition" means the acquisition by Bidco of
ordinary shares of the Target.

       "Adjusted CD Rate" has the meaning set forth in
Section 2.8(b).

       "Administrative Questionnaire" means, with respect to
each Bank, an administrative questionnaire in the form
prepared by the Agent and submitted to the Agent (with a
copy to the Borrower) duly completed by such Bank.

       "Affiliate" means (i) any Person that directly, or
indirectly through one or more intermediaries, controls the
Borrower (a "Controlling Person") or (ii) any Person (other
than the Borrower or a Subsidiary) which is controlled by or
is under common control with a Controlling Person.  As used
herein, the term "control" means possession, directly or
indirectly, of the power to direct or cause the direction of
the management or policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.
Notwithstanding the foregoing, no individual shall be an
Affiliate solely by reason of his or her being a director,
officer or employee of the Borrower or any of its
Subsidiaries.

       "Agent" means Union Bank of Switzerland, in its
capacity as administrative agent for the Banks hereunder,
and its successors in such capacity.

       "Applicable Lending Office" means, with respect to
any Bank, (i) in the case of its Domestic Loans, its
Domestic Lending Office, (ii) in the case of its Euro-Dollar
Loans, its Euro-Dollar Lending Office and (iii) in the case
of its Money Market Loans, its Money Market Lending Office.

       "Arrangers" means Citibank, N.A., Credit Suisse and
Union Bank of Switzerland, in their respective capacities as
arrangers of the credit facility hereunder.

       "Assessment Rate" has the meaning set forth in
Section 2.8(b).

       "Assignee" has the meaning set forth in
Section 9.6(c).

       "Bank" means each bank listed on the signature pages
hereof, each Replacement Bank which becomes a Bank pursuant
to Section 8.6, each Assignee which becomes a Bank pursuant

<PAGE> 3
to Section 9.6(c), and their respective successors.

       "Base Rate" means, for any day, a rate per annum
equal to the higher of (i) the Prime Rate for such day
and (ii) the sum of 1/2 of 1% plus the Federal Funds Rate
for such day.

       "Base Rate Loan" means (i) a Loan which bears
interest at the Base Rate pursuant to the applicable Notice
of Committed Borrowing or Notice of Interest Rate Election
or the provisions of Article 8 or (ii) an overdue amount
which was a Base Rate Loan immediately before it became
overdue.

       "Benefit Arrangement" means at any time an employee
benefit plan within the meaning of Section 3(3) of ERISA
which is not a Plan or a Multiemployer Plan and which is
maintained or otherwise contributed to by any member of the
ERISA Group.

       "Bidco" means CSW (UK) plc, a limited company
incorporated in England and Wales.

       "Borrower" means Central and South West Corporation,
a Delaware corporation, and its successors.

       "Borrower's 1994 Form 10-K" means the Borrower's
annual report on Form 10-K for 1994, as filed with the
Commission pursuant to the Securities Exchange Act of 1934.

       "Borrower's Latest Form 10-Q" means the Borrower's
quarterly report on Form 10-Q for the quarter ended
September 30, 1995, as filed with the Commission pursuant to
the Securities Exchange Act of 1934.

       "Borrowing" has the meaning set forth in Section 1.3.

       "CD Base Rate" has the meaning set forth in
Section 2.8(b).

       "CD Loan" means (i) a Loan which bears interest at a
CD Rate pursuant to the applicable Notice of Committed
Borrowing or Notice of Interest Rate Election or (ii) an
overdue amount which was a CD Loan immediately before it
became overdue.

       "CD Margin" means a rate per annum determined in
accordance with the Pricing Schedule.

<PAGE> 4
       "CD Rate" means a rate of interest determined
pursuant to Section 2.8(b) on the basis of an Adjusted
CD Rate.

       "CD Reference Banks" means the principal New York
offices of Citibank, N.A., Credit Suisse and Union Bank of
Switzerland.

       "Commission" means the Securities and Exchange
Commission, or any entity succeeding to its responsibilities
under the Public Utility Holding Company Act of 1935, as
amended.

       "Commitment" means, with respect to each Bank, the
amount set forth opposite the name of such Bank on the
signature pages hereof, as such amount may be reduced from
time to time pursuant to Section 2.10.

       "Committed Loan" means a loan made by a Bank pursuant
to Section 2.1, provided that, if any such loan or loans (a
portion thereof) are combined or subdivided pursuant to a
Notice of Interest Rate Election, the term "Committed Loan"
shall refer to the combined principal amount resulting from
such combination or to each of the separate principal
amounts resulting from such subdivision, as the case may be.

       "Confidential Information Memorandum" has the meaning
set forth in Section 5.13.

       "Consolidated Subsidiary" means at any date any
Subsidiary or other entity the accounts of which would be
consolidated with those of the Borrower in its consolidated
financial statements if such statements were prepared as of
such date.

       "Consolidated Net Worth" means at any date the
consolidated common stock equity of the Borrower and its
Consolidated Subsidiaries determined as of such date.

       "Debt" of any Person means at any date, without
duplication, (i) all obligations of such Person for borrowed
money, (ii) all obligations of such Person evidenced by
bonds, debentures, notes or other similar instruments,
(iii) all obligations of such Person to pay the deferred
purchase price of property or services, except trade
accounts payable arising in the ordinary course of business,
(iv) all obligations of such Person as lessee which are
capitalized in accordance with generally accepted accounting
principles, (v) all non-contingent obligations (and, for


<PAGE> 5
purposes of Section 5.8 and the definition of Material Debt,
all contingent obligations) of such Person to reimburse any
bank or other Person in respect of amounts paid under a
letter of credit or similar instrument, (vi) all Debt
secured by a Lien on any asset of such Person, whether or
not such Debt is otherwise an obligation of such Person
and (vii) all Debt of others Guaranteed by such Person.

       "Default" means any condition or event which
constitutes an Event of Default or which with the giving of
notice or lapse of time or both would, unless cured or
waived, become an Event of Default.

       "Derivatives Obligations" of any Person means all
obligations of such Person in respect of any rate swap
transaction, basis swap, forward rate transaction, forward
purchase, commodity swap, commodity option, equity or equity
index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency
swap transaction, cross-currency rate swap transaction,
currency option or any other similar transaction (including
any option with respect to any of the foregoing
transactions) or any combination of the foregoing
transactions.

       "Documentation Agent" means Citibank, N.A., in its
capacity as documentation agent of the credit facility
hereunder.

       "Domestic Business Day" means any day except a
Saturday, Sunday or other day on which commercial banks in
New York City are authorized by law to close.

       "Domestic Lending Office" means, as to each Bank, its
office located at its address set forth in its
Administrative Questionnaire (or identified in its
Administrative Questionnaire as its Domestic Lending Office)
or such other office as such Bank may hereafter designate as
its Domestic Lending Office by notice to the Borrower and
the Agent; provided that any Bank may so designate separate
Domestic Lending Offices for its Base Rate Loans, on the one
hand, and its CD Loans, on the other hand, in which case all
references herein to the Domestic Lending Office of such
Bank shall be deemed to refer to either or both of such
offices, as the context may require.

       "Domestic Loans" means CD Loans or Base Rate Loans or
both.

<PAGE> 6
       "Domestic Reserve Percentage" has the meaning set
forth in Section 2.8(b).

       "Effective Date" means the date this amendment and
restatement of the Original Credit Agreement becomes
effective in accordance with Sections 3.1 and 9.9.

       "Environmental Laws" means any and all federal,
state, local and foreign statutes, laws, judicial decisions,
regulations, ordinances, rules, judgments, orders, decrees,
plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements and other governmental
restrictions relating to the environment, the effect of the
environment on human health or to emissions, discharges or
releases of pollutants, contaminants, Hazardous Substances
or wastes into the environment including, without
limitation, ambient air, surface water, ground water, or
land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport
or handling of pollutants, contaminants, Hazardous
Substances or wastes or the clean-up or other remediation
thereof, in each case as in effect and applicable to the
Borrower and its Subsidiaries at the time the representation
in Section 4.7 is made or compliance with Section 5.5 is
determined.

       "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended, or any successor statute.

       "ERISA Group" means the Borrower, any Subsidiary and
all members of a controlled group of corporations and all
trades or businesses (whether or not incorporated) under
common control which, together with the Borrower or any
Subsidiary, are treated as a single employer under
Section 414 of the Internal Revenue Code.

       "Euro-Dollar Business Day" means any Domestic
Business Day on which commercial banks are open for
international business (including dealings in dollar
deposits) in London.

       "Euro-Dollar Lending Office" means, as to each Bank,
its office, branch or affiliate located at its address set
forth in its Administrative Questionnaire (or identified in
its Administrative Questionnaire as its Euro-Dollar Lending
Office) or such other office, branch or affiliate of such
Bank as it may hereafter designate as its Euro-Dollar
Lending Office by notice to the Borrower and the Agent.

       "Euro-Dollar Loan" means (i) a Committed Loan which

<PAGE> 7
bears interest at a Euro-Dollar Rate pursuant to the
applicable Notice of Committed Borrowing or Notice of
Interest Rate Election or (ii) an overdue amount which was a
Euro-Dollar Loan immediately before it became overdue.

       "Euro-Dollar Margin" means a rate per annum
determined in accordance with the Pricing Schedule.

       "Euro-Dollar Rate" means a rate of interest
determined pursuant to Section 2.8(c) on the basis of a
London Interbank Offered Rate.

       "Euro-Dollar Reference Banks" means the principal
London offices of Citibank, N.A., Credit Suisse and Union
Bank of Switzerland.

       "Euro-Dollar Reserve Percentage" has the meaning set
forth in Section 2.17.

       "Event of Default" has the meaning set forth in
Section 6.1.

       "Facility Agreement" means the Facility Agreement
dated November 5, 1995, between Bidco, the Arrangers and
Original Banks named therein and Credit Suisse, as Facility
and Security Agent, as amended, supplemented or otherwise
modified from time to time.

       "Facility Fee Rate" means a rate per annum determined
in accordance with the Pricing Schedule.

       "Federal Funds Rate" means, for any day, the rate per
annum (rounded upward, if necessary, to the nearest 1/100th
of 1%) equal to the weighted average of the rates on
overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on
such day, as published by the Federal Reserve Bank of New
York on the Domestic Business Day next succeeding such day;
provided that (i) if such day is not a Domestic Business
Day, the Federal Funds Rate for such day shall be such rate
on such transactions on the next preceding Domestic Business
Day as so published on the next succeeding Domestic Business
Day, and (ii) if no such rate is so published on such next
succeeding Domestic Business Day, the Federal Funds Rate for
such day shall be the average rate quoted to Union Bank of
Switzerland on such day on such transactions as determined
by the Agent.

       "Fixed Rate Loans" means CD Loans, Euro-Dollar Loans
or Money Market Loans (excluding Money Market LIBOR Loans

<PAGE> 8
bearing interest at the Base Rate pursuant to Section 8.1)
or any combination of the foregoing.

       "Group of Loans" means at any time a group of Loans
consisting of (i) all Committed Loans which are Base Rate
Loans at such time, (ii) all Euro-Dollar Loans having the
same Interest Period at such time or (iii) all CD Loans
having the same Interest Period at such time, provided that,
if a Committed Loan of any particular Bank is converted to
or made as a Base Rate Loan pursuant to Article 8, such Loan
shall be included in the same Group or Groups of Loans from
time to time as it would have been in if it had not been so
converted or made.

       "Guarantee" by any Person means any obligation,
contingent or otherwise, of such Person directly or
indirectly guaranteeing any Debt of any other Person and,
without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of
such Person (i) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Debt (whether
arising by virtue of partnership arrangements, by agreement
to keep-well, to purchase assets, goods, securities or
services, to take-or-pay, or to maintain financial statement
conditions or otherwise) or (ii) entered into for the
purpose of assuring in any other manner the holder of such
Debt of the payment thereof or to protect such holder
against loss in respect thereof (in whole or in part);
provided that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary
course of business.  The term "Guarantee" used as a verb has
a corresponding meaning.

       "Hazardous Substances" means any toxic, radioactive,
caustic or otherwise hazardous substance, including
petroleum, its derivatives, by-products and other
hydrocarbons, or any substance having any constituent
elements displaying any of the foregoing characteristics.

       "Indemnitee" has the meaning set forth in
Section 9.3(b).

"Interest Period" means:  1) with respect to each Euro-Dollar Loan, the
period commencing on the date of borrowing specified in the
applicable Notice of Borrowing or on the date specified in
the applicable Notice of Interest Rate Election and ending
one, two, three or six months thereafter, as the Borrower
may elect in the applicable notice; provided that:

<PAGE> 9

       (a)    any Interest Period which would otherwise end on a
  day which is not a Euro-Dollar Business Day shall, subject
  to clause (c) below, be extended to the next succeeding
  Euro-Dollar Business Day unless such Euro-Dollar Business
  Day falls in another calendar month, in which case such
  Interest Period shall end on the next preceding Euro-Dollar
  Business Day;

       (b)    any Interest Period which begins on the last
  Euro-Dollar Business Day of a calendar month (or on a day
  for which there is no numerically corresponding day in the
  calendar month at the end of such Interest Period) shall,
  subject to clause (c) below, end on the last Euro-Dollar
  Business Day of a calendar month; and

       (c)    any Interest Period which would otherwise end after
  the Termination Date shall end on the Termination Date.

       (2)    with respect to each CD Loan, the period commencing
on the date of borrowing specified in the applicable Notice
of Borrowing or on the date specified in the applicable
Notice of Interest Rate Election and ending 30, 60, 90 or
180 days thereafter, as the Borrower may elect in the
applicable notice; provided that:

       (a)    any Interest Period which would otherwise end on a
  day which is not a Euro-Dollar Business Day shall, subject
  to clause (b) below, be extended to the next succeeding Euro-
  Dollar Business Day; and

       (b)    any Interest Period which would otherwise end after
  the Termination Date shall end on the Termination Date.

       (3)    with respect to each Money Market LIBOR Loan, the
period commencing on the date of borrowing specified in the
applicable Notice of Borrowing and ending such whole number
of months thereafter as the Borrower may elect in accordance
with Section 2.4; provided that:

      (a)  any Interest Period which would otherwise end on
  a day which is not a Euro-Dollar Business Day shall,
  subject to clause (c) below, be extended to the next
  succeeding Euro-Dollar Business Day unless such
  Euro-Dollar Business Day falls in another calendar month,
  in which case such Interest Period shall end on the next
  preceding Euro-Dollar Business Day;

      (b)  any Interest Period which begins on the last

<PAGE> 10
  Euro-Dollar Business Day of a calendar month (or on a day
  for which there is no numerically corresponding day in
  the calendar month at the end of such Interest Period)
  shall, subject to clause (c) below, end on the last
  Euro-Dollar Business Day of a calendar month; and

      (c)  any Interest Period which would otherwise end
  after the Termination Date shall end on the Termination
  Date.

      (4)  with respect to each Money Market Absolute Rate Loan,
the period commencing on the date of borrowing specified in
the applicable Notice of Borrowing and ending such number of
days thereafter (but not less than 7 days) as the Borrower
may elect in accordance with Section 2.4; provided that:

      (a)  any Interest Period which would otherwise end on
  a day which is not a Euro-Dollar Business Day shall,
  subject to clause (b) below, be extended to the next
  succeeding Euro-Dollar Business Day; and

      (b)  any Interest Period which would otherwise end
  after the Termination Date shall end on the Termination
  Date.

       "Internal Revenue Code" means the Internal Revenue
Code of 1986, as amended, or any successor statute.

       "LIBOR Auction" means a solicitation of Money Market
Quotes setting forth Money Market Margins based on the
London Interbank Offered Rate pursuant to Section 2.4.

       "Lien" means, with respect to any asset, any
mortgage, lien, pledge, charge, security interest or
encumbrance of any kind, or any other type of preferential
arrangement that has the practical effect of creating a
security interest, in respect of such asset.  For the
purposes of this Agreement, the Borrower or any Subsidiary
shall be deemed to own subject to a Lien any asset which it
has acquired or holds subject to the interest of a vendor or
lessor under any conditional sale agreement, capital lease
or other title retention agreement relating to such asset.

       "Loan" means a Domestic Loan, a Euro-Dollar Loan or a
Money Market Loan and "Loans" means Domestic Loans, Euro-
Dollar Loans or Money Market Loans or any combination
thereof.

       "London Interbank Offered Rate" has the meaning set

<PAGE> 11
forth in Section 2.8(c).

       "Material Debt" means Debt (other than the Notes) of
the Borrower and/or one or more of its Subsidiaries, arising
in one or more related or unrelated transactions, in an
aggregate principal or face amount exceeding $25,000,000.

       "Material Plan" means at any time a Plan or Plans
having aggregate Unfunded Liabilities in excess of
$25,000,000.

       "Material Subsidiary" means each Subsidiary which is
a "public utility company" within the meaning of
Section 2(a)(5) of the Public Utility Holding Company Act of
1935.

       "Money Market Absolute Rate" has the meaning set
forth in Section 2.4(d)(ii)(D).

       "Money Market Absolute Rate Loan" means a loan to be
made by a Bank pursuant to an Absolute Rate Auction.

       "Money Market Lending Office" means, as to each Bank,
its Domestic Lending Office or such other office, branch or
affiliate of such Bank as it may hereafter designate as its
Money Market Lending Office by notice to the Borrower and
the Agent; provided that any Bank may from time to time by
notice to the Borrower and the Agent designate separate
Money Market Lending Offices for its Money Market LIBOR
Loans, on the one hand, and its Money Market Absolute Rate
Loans, on the other hand, in which case all references
herein to the Money Market Lending Office of such Bank shall
be deemed to refer to either or both of such offices, as the
context may require.

       "Money Market LIBOR Loan" means a loan to be made by
a Bank pursuant to a LIBOR Auction (including such a loan
bearing interest at the Base Rate pursuant to Section 8.1).

       "Money Market Loan" means a Money Market LIBOR Loan
or a Money Market Absolute Rate Loan.

       "Money Market Margin" has the meaning set forth in
Section 2.4(d)(ii)(C).

       "Money Market Quote" means an offer by a Bank to make
a Money Market Loan in accordance with Section 2.4.

       "Multiemployer Plan" means at any time an employee
pension benefit plan within the meaning of

<PAGE> 12
Section 4001(a)(3) of ERISA (i) to which any member of the
ERISA Group is then making or accruing an obligation to make
contributions or has within the preceding five plan years
made contributions, including for these purposes any Person
which ceased to be a member of the ERISA Group during such
five-year period and (ii) which is covered by Title IV of
ERISA.

       "Notes" means promissory notes of the Borrower,
substantially in the form of Exhibit A hereto, evidencing
the obligation of the Borrower to repay the Loans, and
"Note" means any one of such promissory notes issued
hereunder.

       "Notice of Borrowing" means a Notice of Committed
Borrowing (as defined in Section 2.3) or a Notice of Money
Market Borrowing (as defined in Section 2.4(f)).

       "Notice of Interest Rate Election" has the meaning
set forth in Section 2.11.

       "Offer" has the meaning set forth in the Facility
Agreement.

       "Original Credit Agreement" has the meaning set forth
in the Introductory Statement.

       "Parent" means, with respect to any Bank, any Person
controlling such Bank.

       "Participant" has the meaning set forth in
Section 9.6(b).

       "PBGC" means the Pension Benefit Guaranty Corporation
or any entity succeeding to any or all of its functions
under ERISA.

       "Person" means an individual, a corporation, a
partnership, an association, a trust or any other entity or
organization, including a government or political
subdivision or an agency or instrumentality thereof.

       "Plan" means at any time an employee pension benefit
plan (other than a Multiemployer Plan) which is covered by
Title IV of ERISA or subject to the minimum funding
standards under Section 412 of the Internal Revenue Code and
either (i) is maintained, or contributed to, by any member
of the ERISA Group for employees of any member of the ERISA
Group or (ii) has at any time within the preceding five
years been maintained, or contributed to, by any Person

<PAGE> 13
which was at such time a member of the ERISA Group for
employees of any Person which was at such time a member of
the ERISA Group.

       "Pricing Schedule" means the Schedule attached hereto
identified as such.

       "Prime Rate" means the rate of interest publicly
announced by Union Bank of Switzerland in New York City from
time to time as its Prime Rate.

       "Quarterly Date" means March 31, June 30, September
30 and December 31.

       "Reference Banks" means the CD Reference Banks or the
Euro-Dollar Reference Banks, as the context may require, and
"Reference Bank" means any one of such Reference Banks.

       "Regulation U" means Regulation U of the Board of
Governors of the Federal Reserve System, as in effect from
time to time.

       "Replacement Bank" has the meaning set forth in
Section 8.6.

       "Required Banks" means at any time Banks having more
than 50% of the aggregate amount of the Commitments or, if
the Commitments shall have been terminated, holding Notes
evidencing more than 50% of the aggregate unpaid principal
amount of the Loans.

       "Revolving Credit Period" means the period from and
including the Effective Date to but excluding the
Termination Date.

       "SEC Authorization Date" means December 31, 1997, the
outside maturity date for bank borrowings by the Borrower
specified by the Commission in its order adopted pursuant to
the Public Utility Holding Company Act of 1935, as amended
(Release No. 35-26156; International Series Release No. 743;
70-8423), as such order may be amended from time to time, or
such later outside maturity date as may be established for
such purpose by order of the Commission, a copy of which
order shall be furnished promptly to the Agent.

       "Stage 1" means the period from and including the
Effective Date to and including the earlier of (i) May 3,
1996, and (ii) the earliest to occur of (a) the date on
which all the ordinary shares of the Target have been

<PAGE> 14
acquired by Bidco and all options to acquire such ordinary
shares have been cancelled, (b) the date on which the Offer
lapses or is abandoned by Bidco and (c) any earlier date
specified by the Borrower by notice to the Agent in
accordance with Section 9.1.

       "Stage 2" means the period from but excluding the
last day of Stage 1 to but excluding the Termination Date.

       "Subsidiary" means, as to any Person, any corporation
or other entity of which securities or other ownership
interests having ordinary voting power to elect a majority
of the board of directors or other Persons performing
similar functions are at the time directly or indirectly
owned by such Person; unless otherwise specified,
"Subsidiary" means a Subsidiary of the Borrower.

       "Syndication Agent" means Credit Suisse, in its
capacity as syndication agent of the credit facility
hereunder.

       "Target" means SEEBOARD plc, a public limited company
incorporated in England and Wales.

       "Termination Date" means the earlier of (i) November
6, 2000, and (ii) the SEC Authorization Date, or, if any
such day is not a Euro-Dollar Business Day, the next
preceding Euro-Dollar Business Day.

       "Term Loan" has the meaning set forth in the
Introductory Statement.

       "Unfunded Liabilities" means, with respect to any
Plan at any time, the amount (if any) by which (i) the value
of all benefit liabilities (within the meaning of
Section 4001(a)(16) of ERISA) under such Plan, determined on
a plan termination basis using the assumptions prescribed by
the PBGC for purposes of Section 4044 of ERISA, exceeds
(ii) the fair market value of all Plan assets allocable to
such liabilities under Title IV of ERISA (excluding any
accrued but unpaid contributions), all determined as of the
then most recent valuation date for such Plan, but only to
the extent that such excess represents a potential liability
of a member of the ERISA Group to the PBGC or any other
Person under Title IV of ERISA.

       "United States" means the United States of America,
including the States and the District of Columbia, but
excluding its territories and possessions.

<PAGE> 15
SECTION 1.2.   Accounting Terms and Determinations.  Unless
otherwise specified herein, all accounting terms used herein
shall be interpreted, all accounting determinations
hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared in
accordance with generally accepted accounting principles as
in effect from time to time, applied on a basis consistent
(except for changes concurred in by the Borrower's
independent public accountants) with the most recent audited
consolidated financial statements of the Borrower and its
Consolidated Subsidiaries delivered to the Banks; provided
that, if the Borrower notifies the Agent that the Borrower
wishes to amend any covenant in Article 5 to eliminate the
effect of any change in generally accepted accounting
principles on the operation of such covenant (or if the
Agent notifies the Borrower that the Required Banks wish to
amend Article 5 for such purpose), then the Borrower's
compliance with such covenant shall be determined on the
basis of generally accepted accounting principles in effect
immediately before the relevant change in generally accepted
accounting principles became effective, until either such
notice is withdrawn or such covenant is amended in a manner
satisfactory to the Borrower and the Required Banks.

SECTION 1.3.   Types of Borrowings.  The term "Borrowing"
denotes the aggregation of Loans of one or more Banks to be
made to the Borrower pursuant to Article 2 on the same date,
all of which Loans are of the same type (subject to
Article 8) and, except in the case of Base Rate Loans, have
the same initial Interest Period.  Borrowings are classified
for purposes of this Agreement either by reference to the
pricing of Loans comprising such Borrowing (e.g., a "Fixed
Rate Borrowing" is a Euro-Dollar Borrowing, a CD Borrowing
or a Money Market Borrowing (excluding any such Borrowing
consisting of Money Market LIBOR Loans bearing interest at
the Base Rate pursuant to Section 8.1), and a "Euro-Dollar
Borrowing" is a Borrowing comprised of Euro-Dollar Loans) or
by reference to the provisions of Article 2 under which
participation therein is determined (i.e., a "Committed
Borrowing" is a Borrowing under Section 2.1 in which all
Banks participate in proportion to their Commitments, while
a "Money Market Borrowing" is a Borrowing under Section 2.4
in which the Bank participants are determined on the basis
of their bids in accordance therewith).  Borrowings may also
be classified as "Stage 1 Borrowings" or "Stage 2
Borrowings" on the basis of whether they are to be made
during Stage 1 or Stage 2.


<PAGE> 16
                            ARTICLE 2

                           THE CREDITS


SECTION 2.1.   Commitments.  During the Revolving Credit
Period, each Bank severally agrees, on the terms and
conditions set forth in this Agreement, to make loans to the
Borrower pursuant to this Section from time to time in
amounts such that the aggregate principal amount of
Committed Loans by such Bank at any one time outstanding
shall not exceed the amount of its Commitment.  Each
Borrowing under this Section shall be in an aggregate
principal amount of $10,000,000 or any larger multiple of
$1,000,000 (except that any such Borrowing may be in the
aggregate amount available in accordance with
Section 3.2(a)(ii) or 3.2(b)(ii), as the case may be) and
shall be made from the several Banks ratably in proportion
to their respective Commitments; provided, however, that the
failure of any Bank to make any Loan shall not relieve any
other Bank of its obligation to lend hereunder (it being
understood, however, that no Bank shall be responsible for
the failure of any other Bank to make any Loan required to
be made by such other Bank).  Within the foregoing limits,
the Borrower may borrow under this Section, prepay Loans to
the extent permitted by Section 2.13 and reborrow at any
time during the Revolving Credit Period under this Section.


SECTION 2.2.   Term Loans.  On the Effective Date, each Term Loan
shall be deemed to be a Loan hereunder, with the same
Interest Period and interest rate as when made under the
Original Credit Agreement.


SECTION 2.3.    Notice of Committed Borrowing.  The Borrower shall
give the Agent notice (a "Notice of Committed Borrowing")
not later than 12:00 Noon (New York City time) on (x) the
date of each Base Rate Borrowing, (y) the second Domestic
Business Day before each CD Borrowing and (z) the third Euro-
Dollar Business Day before each Euro-Dollar Borrowing,
specifying:

       (i)    the date of such Borrowing, which shall be a Domestic
  Business Day in the case of a Domestic Borrowing or a
  Euro-Dollar Business Day in the case of a Euro-Dollar
  Borrowing;

       (ii)    the aggregate amount of such Borrowing;

<PAGE> 17

       (iii)       whether the Loans comprising such Borrowing are
  to bear interest initially at the Base Rate, a CD Rate or a
  Euro-Dollar Rate;

       (iv)   in the case of a Fixed Rate Borrowing, the duration
  of the Interest Period applicable thereto, subject to the
  provisions of the definition of Interest Period; and

       (v)    in the case of a Stage 1 Borrowing, whether the
  proceeds thereof will be used, directly or indirectly, to
  finance the Acquisition or to pay costs and expenses related
  thereto.

SECTION 2.4. Money Market Borrowings.  (a)  The Money
Market Option.  In addition to Committed Borrowings pursuant
to Section 2.1, the Borrower may, as set forth in this
Section, request the Banks during the Revolving Credit
Period to make offers to make Money Market Loans to the
Borrower.  The Banks may, but shall have no obligation to,
make such offers and the Borrower may, but shall have no
obligation to, accept any such offers in the manner set
forth in this Section.

       (b)    Money Market Quote Request.  When the Borrower wishes
to request offers to make Money Market Loans under this
Section, it shall transmit to the Agent by telex or
facsimile transmission a Money Market Quote Request
substantially in the form of Exhibit B hereto so as to be
received not later than 10:30 A.M. (New York City time) on
(x) the fourth Euro-Dollar Business Day prior to the date of
Borrowing proposed therein, in the case of a LIBOR Auction
or (y) the Domestic Business Day next preceding the date of
Borrowing proposed therein, in the case of an Absolute Rate
Auction (or, in either case, such other time or date as the
Borrower and the Agent shall have mutually agreed and shall
have notified to the Banks not later than the date of the
Money Market Quote Request for the first LIBOR Auction or
Absolute Rate Auction for which such change is to be
effective) specifying:

      (i)  the proposed date of Borrowing, which shall be a
  Euro-Dollar Business Day in the case of a LIBOR Auction
  or a Domestic Business Day in the case of an Absolute
  Rate Auction,

      (ii)  the aggregate amount of such Borrowing, which
  shall be $10,000,000 or a larger multiple of $1,000,000,


<PAGE> 18
     (iii)  the duration of the Interest Period applicable
  thereto, subject to the provisions of the definition of
  Interest Period, and

      (iv)  whether the Money Market Quotes requested are
  to set forth a Money Market Margin or a Money Market
  Absolute Rate.

The Borrower may request offers to make Money Market Loans
for more than one Interest Period in a single Money Market
Quote Request.  No Money Market Quote Request shall be given
within three Euro-Dollar Business Days (or such other number
of days as the Borrower and the Agent may agree) of any
other Money Market Quote Request.

       (c)    Invitation for Money Market Quotes.  Promptly upon
receipt of a Money Market Quote Request, the Agent shall
send to the Banks by telex or facsimile transmission an
Invitation for Money Market Quotes substantially in the form
of Exhibit C hereto, which shall constitute an invitation by
the Borrower to each Bank to submit Money Market Quotes
offering to make the Money Market Loans to which such Money
Market Quote Request relates in accordance with this
Section.

       (d)    Submission and Contents of Money Market Quotes.
(i)  Each Bank may submit a Money Market Quote containing an
offer or offers to make Money Market Loans in response to
any Invitation for Money Market Quotes.  Each Money Market
Quote must comply with the requirements of this subsection
(d) and must be submitted to the Agent by telex or facsimile
transmission at its offices specified in or pursuant to
Section 9.1 not later than (x) 4:00 P.M. (New York City
time) on the fourth Euro-Dollar Business Day prior to the
proposed date of Borrowing, in the case of a LIBOR Auction
or (y) 9:30 A.M. (New York City time) on the proposed date
of Borrowing, in the case of an Absolute Rate Auction (or,
in either case, such other time or date as the Borrower and
the Agent shall have mutually agreed and shall have notified
to the Banks not later than the date of the Money Market
Quote Request for the first LIBOR Auction or Absolute Rate
Auction for which such change is to be effective); provided
that Money Market Quotes submitted by the Agent (or any
affiliate of the Agent) in the capacity of a Bank may be
submitted, and may only be submitted, if the Agent or such
affiliate notifies the Borrower of the terms of the offer or
offers contained therein not later than (x) one hour prior
to the deadline for the other Banks, in the case of a LIBOR
Auction or (y) 15 minutes prior to the deadline for the
other Banks, in the case of an Absolute Rate Auction.

<PAGE> 19
Subject to Articles 3 and 6, any Money Market Quote so made
shall be irrevocable except with the written consent of the
Agent given on the instructions of the Borrower.

       (ii)  Each Money Market Quote shall be in
substantially the form of Exhibit D hereto and shall in any
case specify:

       (A)    the proposed date of Borrowing,

       (B)    the principal amount of the Money Market Loan for
  which each such offer is being made, which principal amount
  (w) may be greater than or less than the Commitment of the
  quoting Bank, (x) must be $5,000,000 or a larger multiple of
  $1,000,000, (y) may not exceed the principal amount of Money
  Market Loans for which offers were requested and (z) may be
  subject to an aggregate limitation as to the principal
  amount of Money Market Loans for which offers being made by
  such quoting Bank may be accepted (which aggregate
  limitation may be allocated by the Borrower among such
  offers as the Borrower may elect),

       (C)    in the case of a LIBOR Auction, the margin above or
  below the applicable London Interbank Offered Rate (the
  "Money Market Margin") offered for each such Money Market
  Loan, expressed as a percentage (specified to the nearest
  1/10,000th of 1%) to be added to or subtracted from such
  base rate,

       (D)    in the case of an Absolute Rate Auction, the rate of
  interest per annum (specified to the nearest 1/10,000th of
  1%) (the "Money Market Absolute Rate") offered for each such
  Money Market Loan, and

       (E)    the identity of the quoting Bank.

A Money Market Quote may set forth up to five separate
offers by the quoting Bank with respect to each Interest
Period specified in the related Invitation for Money Market
Quotes.

       (iii)  Unless the Borrower and the Agent shall
otherwise agree, any Money Market Quote shall be disregarded
if it:

      (A)  is not substantially in conformity with Exhibit
  D hereto or does not specify all of the information
  required by subsection (d)(ii);

<PAGE> 20
      (B)  contains qualifying, conditional or similar
  language;

      (C)  proposes terms other than or in addition to
  those set forth in the applicable Invitation for Money
  Market Quotes; or

      (D)  arrives after the time set forth in subsection
  (d)(i).

       (e)    Notice to Borrower.  The Agent shall promptly notify
the Borrower of the terms (x) of any Money Market Quote
submitted by a Bank that is in accordance with subsection
(d) and (y) of any Money Market Quote that amends, modifies
or is otherwise inconsistent with a previous Money Market
Quote submitted by such Bank with respect to the same Money
Market Quote Request.  Any such subsequent Money Market
Quote shall be disregarded by the Agent unless such
subsequent Money Market Quote is submitted solely to correct
a manifest error in such former Money Market Quote.  The
Agent's notice to the Borrower shall specify (A) the
aggregate principal amount of Money Market Loans for which
offers have been received for each Interest Period specified
in the related Money Market Quote Request, (B) the
respective principal amounts and Money Market Margins or
Money Market Absolute Rates, as the case may be, so offered
and (C) if applicable, limitations on the aggregate
principal amount of Money Market Loans for which offers in
any single Money Market Quote may be accepted.

       (f)    Acceptance and Notice by Borrower.  Not later than
10:30 A.M. (New York City time) on (x) the third Euro-Dollar
Business Day prior to the proposed date of Borrowing, in the
case of a LIBOR Auction or (y) the proposed date of
Borrowing, in the case of an Absolute Rate Auction (or, in
either case, such other time or date as the Borrower and the
Agent shall have mutually agreed and shall have notified to
the Banks not later than the date of the Money Market Quote
Request for the first LIBOR Auction or Absolute Rate Auction
for which such change is to be effective), the Borrower
shall notify the Agent of its acceptance or non-acceptance
of the offers so notified to it pursuant to subsection (e).
In the case of acceptance, such notice (a "Notice of Money
Market Borrowing") shall specify the aggregate principal
amount of offers for each Interest Period that are accepted.
The Borrower may accept any Money Market Quote in whole or
in part; provided that:


<PAGE> 21
       (i)    the aggregate principal amount of each Money Market
  Borrowing may not exceed the applicable amount set forth in
  the related Money Market Quote Request;


       (ii)   the principal amount of each Money Market Borrowing
   must be $10,000,000 or a larger multiple of $1,000,000;

       (iii)   acceptance of offers may only be made on the basis of
   ascending Money Market Margins or Money Market Absolute Rates, as
   the case may be, for the applicable Interest
            Period; and

        (iv)   the Borrower may not accept any offer that is
   described in subsection (d)(iii) or that otherwise fails to comply
   with the requirements of this Agreement.

       (g)    Allocation by Agent.  If offers are made by two or
more Banks with the same Money Market Margins or Money
Market Absolute Rates, as the case may be, for a greater
aggregate principal amount than the amount in respect of
which such offers are accepted for the related Interest
Period, the principal amount of Money Market Loans in
respect of which such offers are accepted shall be allocated
by the Agent among such Banks as nearly as possible (in
multiples of $1,000,000, as the Agent may deem appropriate)
in proportion to the aggregate principal amounts of such
offers.  Determinations by the Agent of the amounts of Money
Market Loans shall be conclusive in the absence of manifest
error.

SECTION 2.5.   Notice to Banks; Funding of Loans.  (a)  Upon
receipt of a Notice of Borrowing, the Agent shall promptly
notify each Bank of the contents thereof and of such Bank's
share (if any) of such Borrowing and such Notice of
Borrowing shall not thereafter be revocable by the Borrower.

       (b)    Not later than 2:00 p.m. (New York City time) on the
date of each Borrowing, each Bank participating therein
shall make available its share of such Borrowing, in Federal
or other funds immediately available in New York City, to
the Agent at its address referred to in Section 9.1.  Unless
the Agent determines that any applicable condition specified
in Article 3 has not been satisfied, the Agent will make the
funds so received from the Banks available to the Borrower
at the Agent's aforesaid address.

<PAGE> 22

       (c)    Unless the Agent shall have received notice from a
Bank prior to the date of any Borrowing that such Bank will
not make available to the Agent such Bank's share of such
Borrowing, the Agent may assume that such Bank has made such
share available to the Agent on the date of such Borrowing
in accordance with subsection (b) of this Section and the
Agent may, in reliance upon such assumption, make available
to the Borrower on such date a corresponding amount.  If and
to the extent that such Bank shall not have so made such
share available to the Agent, such Bank and, to the extent
such Bank has failed to do so within three Domestic
Business Days of demand therefor by the Agent, the Borrower
severally agree to repay to the Agent forthwith on demand
such corresponding amount (together with interest thereon),
for each day from the date such amount is made available to
the Borrower until the date such amount is repaid to the
Agent, at (i) in the case of the Borrower, a rate per annum
equal to the higher of the Federal Funds Rate and the
interest rate applicable thereto pursuant to Section 2.8 and
(ii) in the case of such Bank, the Federal Funds Rate.  If
such Bank shall repay to the Agent such corresponding
amount, such amount so repaid shall constitute such Bank's
Loan included in such Borrowing for purposes of this
Agreement.  If the Borrower shall repay to the Agent such
corresponding amount, such Bank's Loan included in such
Borrowing shall be deemed not to have been made.  This
subsection (c) shall not limit any right of the Borrower
pursuant to Section 8.6.

SECTION 2.6. Notes.  (a)  The Loans of each Bank shall be
evidenced by a single Note payable to the order of such Bank
for the account of its Applicable Lending Office in an
amount equal to the aggregate unpaid principal amount of
such Bank's Loans.  Prior to the syndication referred to in
Section 5.13, the Loans of each Bank shall be evidenced by
the Note issued to such Bank under the Original Credit
Agreement.

       (b)    Each Bank may, by notice to the Borrower and the
Agent, request that its Loans of a particular type be
evidenced by a separate Note in an amount equal to the
aggregate unpaid principal amount of such Loans.  Each such
Note shall be in substantially the form of Exhibit A hereto
with appropriate modifications to reflect the fact that it
evidences solely Loans of the relevant type.  Each reference
in this Agreement to the "Note" of such Bank shall be deemed
to refer to and include any or all of such Notes, as the
context may require.


<PAGE> 23

       (c)    Upon receipt of each Bank's Note pursuant to
Section 3.1(a), the Agent shall forward such Note to such
Bank.  Each Bank shall record the date, amount and type of
each Loan made by it and the date and amount of each payment
of principal made by the Borrower with respect thereto, and
may, if such Bank so elects in connection with any transfer
or enforcement of its Note, endorse on the schedule forming
a part thereof appropriate notations to evidence the
foregoing information with respect to each such Loan then
outstanding; provided that the failure of any Bank to make
any such recordation or endorsement shall not affect the
obligations of the Borrower hereunder or under the Notes.
Each Bank is hereby irrevocably authorized by the Borrower
so to endorse its Note and to attach to and make a part of
its Note a continuation of any such schedule as and when
required.

SECTION 2.7.   Maturity of Loans.  (a)  Each Committed Loan
shall mature, and the principal amount thereof shall be due
and payable, together with accrued interest thereon, on the
Termination Date.

       (b) Each Money Market Loan included in any Money
Market Borrowing shall mature, and the principal amount
thereof shall be due and payable, on the last day of the
Interest Period applicable to such Borrowing.

SECTION 2.8.    Interest Rates.  (a)  Each Base Rate Loan
shall bear interest on the outstanding principal amount
thereof, for each day from the date such Loan is made until
it becomes due, at a rate per annum equal to the Base Rate
for such day.  Such interest shall be payable quarterly in
arrears on each Quarterly Date and, with respect to the
principal amount of any Base Rate Loan converted to a
CD Loan or a Euro-Dollar Loan, on each date a Base Rate Loan
is so converted.  Any overdue principal of or interest on
any Base Rate Loan shall bear interest, payable on demand,
for each day until paid at a rate per annum equal to the sum
of 2% plus the rate otherwise applicable to Base Rate Loans
for such day.

       (b)    Each CD Loan shall bear interest on the outstanding
principal amount thereof, for each day during each Interest
Period applicable thereto, at a rate per annum equal to the
sum of the CD Margin for such day plus the Adjusted CD Rate
applicable to such Interest Period; provided that if any
CD Loan shall, as a result of clause (2)(b) of the
definition of Interest Period, have an Interest Period of
less than 30 days, such CD Loan shall bear interest during
such Interest Period at the rate applicable to Base Rate

<PAGE> 24

Loans during such period.  Such interest shall be payable
for each Interest Period on the last day thereof and, if
such Interest Period is longer than 90 days, at intervals of
90 days after the first day thereof.  Any overdue principal
of or interest on any CD Loan shall bear interest, payable
on demand, for each day until paid at a rate per annum equal
to the sum of 2% plus the higher of (i) the rate applicable
to Base Rate Loans for such day and (ii) the sum of the
CD Margin plus the Adjusted CD Rate applicable to such Loan
at the date such payment was due.

       The "Adjusted CD Rate" applicable to any Interest
Period means a rate per annum determined pursuant to the
following formula:

                [ CDBR       ]*
       ACDR  =  [ ---------- ]  + AR
                [ 1.00 - DRP ]

       ACDR  =  Adjusted CD Rate
       CDBR  =  CD Base Rate
        DRP  =  Domestic Reserve Percentage
         AR  =  Assessment Rate

  __________
  *  The amount in brackets being rounded upward, if
  necessary, to the next higher 1/100 of 1%

       The "CD Base Rate" applicable to any Interest Period
is the rate of interest determined by the Agent to be the
average (rounded upward, if necessary, to the next higher
1/100 of 1%) of the prevailing rates per annum bid at
10:00 A.M. (New York City time) (or as soon thereafter as
practicable) on the first day of such Interest Period by two
or more New York certificate of deposit dealers of
recognized standing for the purchase at face value from each
CD Reference Bank of its certificates of deposit in an
amount comparable to the principal amount of the CD Loan of
such CD Reference Bank to which such Interest Period applies
and having a maturity comparable to such Interest Period.

       "Domestic Reserve Percentage" means for any day that
percentage (expressed as a decimal) which is in effect on
such day, as prescribed by the Board of Governors of the
Federal Reserve System (or any successor) for determining
the maximum reserve requirement (including without
limitation any basic, supplemental or emergency reserves)
for a member bank of the Federal Reserve System in New York
City with deposits exceeding five billion dollars in respect

<PAGE> 25

of new non-personal time deposits in dollars in New York
City having a maturity comparable to the related Interest
Period and in an amount of $100,000 or more.  The Adjusted
CD Rate shall be adjusted automatically on and as of the
effective date of any change in the Domestic Reserve
Percentage.

       "Assessment Rate" means for any day the annual
assessment rate in effect on such day which is payable by a
member of the Bank Insurance Fund classified as adequately
capitalized and within supervisory subgroup "A" (or a
comparable successor assessment risk classification) within
the meaning of 12 C.F.R.  327.4(a) (or any successor
provision) to the Federal Deposit Insurance Corporation (or
any successor) for such Corporation's (or such successor's)
insuring time deposits at offices of such institution in the
United States.  The Adjusted CD Rate shall be adjusted
automatically on and as of the effective date of any change
in the Assessment Rate.

       (c)    Each Euro-Dollar Loan shall bear interest on the
outstanding principal amount thereof, for each day during
each Interest Period applicable thereto, at a rate per annum
equal to the sum of the Euro-Dollar Margin for such day plus
the London Interbank Offered Rate applicable to such
Interest Period.  Such interest shall be payable for each
Interest Period on the last day thereof and, if such
Interest Period is longer than three months, at intervals of
three months after the first day thereof.

       The "London Interbank Offered Rate" applicable to any
Interest Period means the average (rounded upward, if
necessary, to the next higher 1/16 of 1%) of the respective
rates per annum at which deposits in dollars are offered to
each of the Euro-Dollar Reference Banks in the London
interbank market at approximately 11:00 A.M. (London time)
two Euro-Dollar Business Days before the first day of such
Interest Period in an amount approximately equal to the
principal amount of the Euro-Dollar Loan of such Euro-Dollar
Reference Bank to which such Interest Period is to apply and
for a period of time comparable to such Interest Period.

       (d)    Any overdue principal of or interest on any
Euro-Dollar Loan shall bear interest, payable on demand, for
each day until paid at a rate per annum equal to the higher
of (i) the sum of 2% plus the Euro-Dollar Margin for such
day plus the quotient obtained (rounded upward, if
necessary, to the next higher 1/100 of 1%) by dividing
(x) the average (rounded upward, if necessary, to the next
higher 1/16 of 1%) of the respective rates per annum at

<PAGE> 26
which one day (or, if such amount due remains unpaid more
than three Euro-Dollar Business Days, then for such other
period of time not longer than three months as the Agent may
select) deposits in dollars in an amount approximately equal
to such overdue payment due to each of the Euro-Dollar
Reference Banks are offered to such Euro-Dollar Reference
Bank in the London interbank market for the applicable
period determined as provided above by (y) 1.00 minus the
Euro-Dollar Reserve Percentage (or, if the circumstances
described in clause (a) or (b) of Section 8.1 shall exist,
at a rate per annum equal to the sum of 2% plus the rate
applicable to Base Rate Loans for such day) and (ii) the sum
of 2% plus the Euro-Dollar Margin for such day plus the
London Interbank Offered Rate applicable to such Loan at the
date such payment was due.

       (e)    Subject to Section 8.1, each Money Market LIBOR Loan
shall bear interest on the outstanding principal amount
thereof, for the Interest Period applicable thereto, at a
rate per annum equal to the sum of the London Interbank
Offered Rate for such Interest Period (determined in
accordance with Section 2.8(c) as if the related Money
Market LIBOR Borrowing were a Committed Euro-Dollar
Borrowing) plus (or minus) the Money Market Margin quoted by
the Bank making such Loan in accordance with Section 2.4.
Each Money Market Absolute Rate Loan shall bear interest on
the outstanding principal amount thereof, for the Interest
Period applicable thereto, at a rate per annum equal to the
Money Market Absolute Rate quoted by the Bank making such
Loan in accordance with Section 2.4.  Such interest shall be
payable for each Interest Period on the last day thereof
and, if such Interest Period is longer than three months, at
intervals of three months after the first day thereof.  Any
overdue principal of or interest on any Money Market Loan
shall bear interest, payable on demand, for each day until
paid at a rate per annum equal to the sum of 2% plus the
Base Rate for such day.

       (f)    The Agent shall determine each interest rate
applicable to the Loans hereunder.  The Agent shall give
prompt notice to the Borrower and the participating Banks of
each rate of interest so determined, and its determination
thereof shall be conclusive in the absence of manifest
error.

       (g)    Each Reference Bank agrees to use its best efforts to
furnish quotations to the Agent as contemplated by this
Section.  If any Reference Bank does not furnish a timely
quotation, the Agent shall determine the relevant interest
rate on the basis of the quotation or quotations furnished

<PAGE> 27
by the remaining Reference Bank or Banks or, if none of such
quotations is available on a timely basis, the provisions of
Section 8.1 shall apply.

SECTION 2.9.   Fees.  (a)  Commitment Fee.  The Borrower shall
pay to the Agent for the account of the Banks ratably a
commitment fee of 0.30% per annum on the daily aggregate
amount of the undrawn Commitments during Stage 1.

       (b)    Facility Fee.  The Borrower shall pay to the Agent
for the account of the Banks ratably a facility fee at the
Facility Fee Rate (determined daily in accordance with the
Pricing Schedule) on the daily aggregate amount of the
Commitments, whether used or unused, during Stage 2 (or, if
the Commitments shall have terminated in their entirety
during Stage 2, on the daily aggregate outstanding principal
amount of the Loans).

       (c)    Accrued fees under this Section shall be payable
quarterly in arrears on each Quarterly Date and on the date
of termination of the Commitments in their entirety (and, if
later, the date the Loans shall be repaid in their
entirety).

SECTION 2.10.   Optional Termination or Reduction of
Commitments.  During the Revolving Credit Period, the
Borrower may, upon at least three Domestic Business Days'
notice to the Agent, (i) terminate the Commitments at any
time, if no Loans are outstanding at such time or (ii)
ratably reduce from time to time by an aggregate amount of
$25,000,000 or a larger multiple of $1,000,000, the
aggregate amount of the Commitments in excess of the
aggregate outstanding principal amount of the Loans.

SECTION 2.11.   Method of Electing Interest Rates. (a)  The
Loans included in each Committed Borrowing shall bear
interest initially at the type of rate specified by the
Borrower in the applicable Notice of Committed Borrowing.
Thereafter, the Borrower may from time to time elect to
change or continue the type of interest rate borne by each
Group of Loans (subject in each case to the provisions of
Article 8), as follows:


       (i)    if such Loans are Base Rate Loans, the Borrower may
  elect to convert such Loans to CD Loans as of any Domestic
  Business Day or to Euro-Dollar Loans as of any Euro-Dollar
  Business Day;

       (ii)   if such Loans are CD Loans, the Borrower may elect to
  convert such Loans to Base Rate Loans or Euro-Dollar Loans

<PAGE> 28
  or elect to continue such Loans as CD Loans for an
  additional Interest Period, subject to Section 2.15 in the
  case of any such conversion or continuation effective on any
  day other than the last day of the then current Interest
  Period applicable to such Loans; and

       (iii)       if such Loans are Euro-Dollar Loans, the
  Borrower may elect to convert such Loans to Base Rate Loans
  or CD Loans or elect to continue such Loans as Euro-Dollar
  Loans for an additional Interest Period, subject to
  Section 2.15 in the case of any such conversion or
  continuation effective on any day other than the last day of
  the then current Interest Period applicable to such Loans.

Each such election shall be made by delivering a notice (a
"Notice of Interest Rate Election") to the Agent not later
than 10:30 A.M. (New York City time) on the third
Euro-Dollar Business Day before the conversion or
continuation selected in such notice is to be effective
(unless the relevant Loans are to be converted to Domestic
Loans of the other type or are CD Rate Loans to be continued
as CD Rate Loans for an additional Interest Period, in which
case such notice shall be delivered to the Agent not later
than 10:30 A.M. (New York City time) on the second Domestic
Business Day before such conversion or continuation is to be
effective).  A Notice of Interest Rate Election may, if it
so specifies, apply to only a portion of the aggregate
principal amount of the relevant Group of Loans; provided
that (i) such portion is allocated ratably among the Loans
comprising such Group and (ii) the portion to which such
Notice applies, and the remaining portion to which it does
not apply, are each $25,000,000 (or, if such remaining
portion is comprised of Base Rate Loans, $10,000,000) or any
larger multiple of $1,000,000.

       (b)    Each Notice of Interest Rate Election shall specify:

       (i)    the Group of Loans (or portion thereof) to which such
  notice applies;

       (ii)   the date on which the conversion or continuation
  selected in such notice is to be effective, which shall
  comply with the applicable clause of subsection (a) above;

       (iii)       if the Loans comprising such Group are to be
  converted, the new type of Loans and, if the Loans being

<PAGE> 29
  converted are to be Fixed Rate Loans, the duration of the
  next succeeding Interest Period applicable thereto; and

       (iv)   if such Loans are to be continued as CD Loans or
  Euro-Dollar Loans for an additional Interest Period, the
  duration of such additional Interest Period.

Each Interest Period specified in a Notice of Interest Rate
Election shall comply with the provisions of the definition
of Interest Period.

       (c)    Upon receipt of a Notice of Interest Rate Election
from the Borrower pursuant to subsection (a) above, the
Agent shall promptly notify each Bank of the contents
thereof and such notice shall not thereafter be revocable by
the Borrower.

       (d)    An election by the Borrower to change or continue the
rate of interest applicable to any Group of Loans pursuant
to this Section shall not constitute a "Borrowing" subject
to the provisions of Section 3.2.

SECTION 2.12.  Scheduled Termination of Commitments.  The
Commitments shall terminate on the Termination Date.

SECTION 2.13.   Optional Prepayments.  (a)  Subject in the
case of any Fixed Rate Borrowing to Section 2.15, the
Borrower may, upon at least one Domestic Business Day's
notice to the Agent, prepay any Group of Domestic Loans (or
any Money Market Borrowing bearing interest at the Base Rate
pursuant to Section 8.1) or upon at least three Euro-Dollar
Business Days' notice to the Agent, prepay any Group of Euro-
Dollar Loans, in each case in whole at any time, or from
time to time in part in amounts aggregating $25,000,000 or
any larger multiple of $1,000,000, by paying the principal
amount to be prepaid together with accrued interest thereon
to the date of prepayment.  Each such optional prepayment
shall be applied to prepay ratably the Loans of the Banks
included in such Group.

       (b)    Except as provided in subsection (a) above, the
Borrower may not prepay all or any portion of the principal
amount of any Money Market Loan prior to the maturity
thereof without the prior written consent of the Bank making
such Loan.

       (c)    Upon receipt of a notice of prepayment pursuant to
this Section, the Agent shall promptly notify each Bank of
the contents thereof and of such Bank's ratable share (if

<PAGE> 30
any) of such prepayment and such notice shall not thereafter
be revocable by the Borrower.

SECTION 2.14.   General Provisions as to Payments.  (a)  The
Borrower shall make each payment of principal of, and
interest on, the Loans and of fees hereunder, not later than
2:00 p.m. (New York City time) on the date when due, in
Federal or other funds immediately available in New York
City, to the Agent at its address referred to in
Section 9.1.  The Agent will promptly distribute to each
Bank its ratable share of each such payment received by the
Agent for the account of the Banks.  Whenever any payment of
principal of, or interest on, the Domestic Loans or of fees
shall be due on a day which is not a Domestic Business Day,
the date for payment thereof shall be extended to the next
succeeding Domestic Business Day.  Whenever any payment of
principal of, or interest on, the Euro-Dollar Loans or Money
Market LIBOR Loans shall be due on a day which is not a
Euro-Dollar Business Day, the date for payment thereof shall
be extended to the next succeeding Euro-Dollar Business Day
unless such Euro-Dollar Business Day falls in another
calendar month, in which case the date for payment thereof
shall be the next preceding Euro-Dollar Business Day.
Whenever any payment of principal of, or interest on, the
Money Market Absolute Rate Loans shall be due on a day which
is not a Euro-Dollar Business Day, the date for payment
thereof shall be extended to the next succeeding Euro-Dollar
Business Day.  If the date for any payment of principal is
extended by operation of law or otherwise, interest thereon
shall be payable for such extended time.

       (b)    Unless the Agent shall have received notice from the
Borrower prior to the date on which any payment is due to
the Banks hereunder that the Borrower will not make such
payment in full, the Agent may assume that the Borrower has
made such payment in full to the Agent on such date and the
Agent may, in reliance upon such assumption, cause to be
distributed to each Bank on such due date an amount equal to
the amount then due such Bank.  If and to the extent that
the Borrower shall not have so made such payment, each Bank
shall repay to the Agent forthwith on demand such amount
distributed to such Bank together with interest thereon, for
each day from the date such amount is distributed to such
Bank until the date such Bank repays such amount to the
Agent, at the Federal Funds Rate.

SECTION 2.15.   Funding Losses.  If the Borrower makes any
payment of principal with respect to any Fixed Rate Loan or
any Fixed Rate Loan is converted (pursuant to Article 2, 6

<PAGE> 31
or 8 or otherwise) on any day other than the last day of an
Interest Period applicable thereto, or the last day of an
applicable period fixed pursuant to Section 2.8(d), or if
the Borrower fails to borrow, convert or prepay any Fixed
Rate Loans after notice has been given to any Bank in
accordance with Section 2.5(a), 2.11(c) or 2.13(c) the
Borrower shall reimburse each Bank within 15 days after
demand for any resulting loss or expense incurred by it (or
by an existing or prospective Participant in the related
Loan), including (without limitation) any loss incurred in
obtaining, liquidating or employing deposits from third
parties, but excluding loss of margin for the period after
any such payment or conversion or failure to borrow, convert
or prepay, provided that such Bank shall have delivered to
the Borrower a certificate as to the amount of such loss or
expense, which certificate shall be conclusive in the
absence of manifest error.

SECTION 2.16.    Computation of Interest and Fees.  Interest
based on the Prime Rate hereunder shall be computed on the
basis of a year of 365 days (or 366 days in a leap year) and
paid for the actual number of days elapsed (including the
first day but excluding the last day).  All other interest
and fees shall be computed on the basis of a year of
360 days and paid for the actual number of days elapsed
(including the first day but excluding the last day).

SECTION 2.17.   Regulation D Compensation.  For so long as any
Bank maintains reserves against "Eurocurrency liabilities"
(or any other category of liabilities which includes
deposits by reference to which the interest rate on Euro-
Dollar Loans is determined or any category of extensions of
credit or other assets which includes loans by a non-United
States office of such Bank to United States residents), and
as a result the cost to such Bank (or its Euro-Dollar
Lending Office) of making or maintaining its Euro-Dollar
Loans is increased, then such Bank may require the Borrower
to pay, contemporaneously with each payment of interest on
the Euro-Dollar Loans, additional interest on the related
Euro-Dollar Loan of such Bank at a rate per annum up to but
not exceeding the excess of (i) (A) the applicable London
Interbank Offered Rate divided by (B) one minus the Euro-
Dollar Reserve Percentage over (ii) the applicable London
Interbank Offered Rate.  Any Bank wishing to require payment
of such additional interest (x) shall so notify the Borrower
and the Agent, in which case such additional interest on the
Euro-Dollar Loans of such Bank shall be payable to such Bank
at the place indicated in such notice with respect to each
Interest Period commencing at least four Euro-Dollar
Business Days after the giving of such notice and (y) shall

<PAGE> 31
furnish to the Borrower at least five Euro-Dollar
Business Days prior to each date on which interest is
payable on the Euro-Dollar Loans an officer's certificate
setting forth the amount to which such Bank is then entitled
under this Section (which shall be consistent with such
Bank's good faith estimate of the level at which the related
reserves are maintained by it).

       "Euro-Dollar Reserve Percentage" means for any day
that percentage (expressed as a decimal) which is in effect
on such day, as prescribed by the Board of Governors of the
Federal Reserve System (or any successor) for determining
the maximum reserve requirement for a member bank of the
Federal Reserve System in New York City with deposits
exceeding five billion dollars in respect of "Eurocurrency
liabilities" (or in respect of any other category of
liabilities which includes deposits by reference to which
the interest rate on Euro-Dollar Loans is determined or any
category of extensions of credit or other assets which
includes loans by a non-United States office of any Bank to
United States residents).


                          ARTICLE 3

                         CONDITIONS


SECTION 3.1.    Effective Date.  The effectiveness of the
amendment and restatement of the Original Credit Agreement
in the form hereof shall be subject to the satisfaction of
each of the following conditions:

       (a)    the Agent shall have received an opinion of Vinson &
  Elkins L.L.P., special counsel for the Borrower,
  substantially in the form of Exhibit E hereto;

       (b)    the Agent shall have received an opinion of Cravath,
  Swaine & Moore, special counsel for the Agent and the
  Arrangers, substantially in the form of Exhibit F hereto;
  and

       (c)    the Agent shall have received (i) a copy of the
  certificate of incorporation, including all amendments
  thereto, of the Borrower, certified as of a recent date by
  the Secretary of State of the State of Delaware, and a
  certificate as to the good standing of the Borrower as of a
  recent date, from such Secretary of State; (ii) a
  certificate of the Secretary or Assistant Secretary of the
  Borrower dated the Effective Date and certifying (A) that

<PAGE> 33
  attached thereto is a true and complete copy of the by-laws
  of the Borrower, as in effect on the date of such
  certificate and at all times since a date prior to the date
  of the resolutions described in clause (B) below, (B) that
  attached thereto is a true and complete copy of resolutions
  duly adopted by the Borrower, authorizing the execution,
  delivery and performance by the Borrower of this Agreement
  and the Notes and the borrowings hereunder, and that such
  resolutions have not been modified, rescinded or amended and
  are in full force and effect as of the date of such
  certificate, (C) that the certificate of incorporation of
  the Borrower has not been amended since the date of the last
  amendment thereto shown on the certificate of good standing
  furnished pursuant to clause (i) above and (D) as to the
  incumbency and specimen signature of each officer executing
  this Agreement, any Note or any other document delivered in
  connection herewith on behalf of the Borrower; and (iii) a
  certificate of another officer as to the incumbency and
  specimen signature of the Secretary or Assistant Secretary
  executing the certificate pursuant to (ii) above.

       SECTION 3.2.  Borrowings.  (a) The obligation of any
Bank to make a Loan on the occasion of any Stage 1
Borrowing, the proceeds of which are to be used, directly or
indirectly, to finance the Acquisition or to pay costs and
expenses related thereto, is subject to the satisfaction of
the following conditions:

       (i)    the Agent shall have received a Notice of Borrowing
  as required by Section 2.3 or 2.4, as the case may be;

       (ii)   the fact that, immediately after such Borrowing, the
  aggregate outstanding principal amount of the Loans will not
  exceed the aggregate amount of the Commitments;

       (iii)       the fact that, immediately before and after such
  Borrowing, no Default described in clause (f) or (g) of
  Section 6.1 shall have occurred and be continuing; and

       (iv)   the fact that the representations and warranties of
  the Borrower contained in Sections 4.1, 4.2 and 4.3 shall be
  true in all material respects on and as of the date of such
  Borrowing.

Each Borrowing hereunder of the type described in this
Section 3.2(a) shall be deemed to be a representation and

<PAGE> 34
warranty by the Borrower on the date of such Borrowing as to
the facts specified in clauses (ii), (iii) and (iv) of this
Section 3.2(a).

       (b)  The obligation of any Bank to make a Loan on the
occasion of any Borrowing other than a Stage 1 Borrowing of
the type described in Section 3.2(a) is subject to the
satisfaction of the following conditions:

       (i) the Agent shall have received a Notice of
  Borrowing as required by Section 2.3 or 2.4, as the case
  may be;

      (ii)  the fact that, immediately after such
  Borrowing, the aggregate outstanding principal amount of
  the Loans will not exceed the aggregate amount of the
  Commitments;

      (iii)  the fact that, immediately before and after
  such Borrowing, no Default shall have occurred and be
  continuing; and

      (iv)  the fact that the representations and
  warranties of the Borrower contained in this Agreement
  shall be true in all material respects on and as of the
  date of such Borrowing.

Each Borrowing hereunder of the type described in this
Section 3.2(b) shall be deemed to be a representation and
warranty by the Borrower on the date of such Borrowing as to
the facts specified in clauses (ii), (iii) and (iv) of this
Section 3.2(b).


                          ARTICLE 4

               REPRESENTATIONS AND WARRANTIES


       The Borrower represents and warrants that:

SECTION 4.1.  Corporate Existence and Power.  The Borrower
is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware, and
has all corporate powers and all material governmental
licenses, authorizations, consents and approvals required to
carry on its business as now conducted.


<PAGE> 35
SECTION 4.2.    Corporate and Governmental Authorization; No
Contravention.  The execution, delivery and performance by
the Borrower of this Agreement and the Notes are within the
corporate powers of the Borrower, have been duly authorized
by all necessary corporate action, require no action by or
in respect of, or filing with, any governmental body, agency
or official, except for the order of the Commission
contemplated by the definition of SEC Authorization Date,
which, as of the date of each Borrowing, has been obtained
and is in full force and effect with respect to the
Borrowings to be made on such date, and do not contravene,
or constitute a default under, any provision of applicable
law or regulation or of the certificate of incorporation or
by-laws of the Borrower or of any agreement or instrument
governing Debt of the Borrower or any of its Subsidiaries or
of any material agreement, judgment, injunction, order,
decree or other instrument binding upon the Borrower or any
of its Subsidiaries or result in the creation or imposition
of any Lien on any material asset of the Borrower or any of
its Subsidiaries.

SECTION 4.3.    Binding Effect.  This Agreement constitutes a
valid and binding agreement of the Borrower and each Note,
when executed and delivered in accordance with this
Agreement, will constitute a valid and binding obligation of
the Borrower, in each case enforceable in accordance with
its terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws
relating to or affecting the rights of creditors generally
and except as the enforceability of the Agreement and the
Notes is subject to the application of general principles of
equity (regardless of whether considered in a proceeding in
equity or at law), including, without limitation, (a) the
possible unavailability of specific performance, injunctive
relief or any other equitable remedy and (b) concepts of
materiality, reasonableness, good faith and fair dealing.

SECTION 4.4.  Financial Information.  (a)  The consolidated
balance sheet of the Borrower and its Consolidated
Subsidiaries as of December 31, 1994 and the related
consolidated statements of income and cash flows for the
fiscal year then ended, reported on by Arthur Andersen LLP
and set forth in the Borrower's 1994 Form 10-K, a copy of
which has been delivered to each of the Banks, fairly
present, in conformity with generally accepted accounting
principles, the consolidated financial position of the
Borrower and its Consolidated Subsidiaries as of such date
and their consolidated results of operations and cash flows
for such fiscal year.


<PAGE> 36
       (b)    The unaudited consolidated balance sheet of the
Borrower and its Consolidated Subsidiaries as of
September 30, 1995 and the related unaudited consolidated
statements of income and cash flows for the nine months then
ended, set forth in the Borrower's Latest Form 10-Q, a copy
of which has been delivered to each of the Banks, fairly
present, in conformity with generally accepted accounting
principles applied on a basis consistent with the financial
statements referred to in subsection (a) of this Section,
the consolidated financial position of the Borrower and its
Consolidated Subsidiaries as of such date and their
consolidated results of operations and cash flows for such
three-month period (subject to normal year-end adjustments).

       (c)    Since September 30, 1995 there has been no material
adverse change in the business, financial position or
results of operations of the Borrower and its Consolidated
Subsidiaries, considered as a whole.

SECTION 4.5.   Litigation. (a)  Except for the matters
disclosed in the Borrower's 1994 Form 10-K, the Borrower's
Latest Form 10-Q and the Borrower's current report on Form 8-
K dated September 6, 1995 (the "Disclosed Matters"), there
is no action, suit or proceeding pending against, or to the
knowledge of the Borrower threatened against or affecting,
the Borrower or any of its Subsidiaries before any court or
arbitrator or any governmental body, agency or official in
which there is a reasonable possibility of an adverse
decision which could materially adversely affect the
business, consolidated financial position or consolidated
results of operations of the Borrower and its Consolidated
Subsidiaries, considered as a whole, or which in any manner
draws into question the validity of this Agreement or the
Notes.

       (b)    Since the date of the latest filing with the
Commission referred to in Section 4.5(a), there has been no
development in the Disclosed Matters which is likely to
materially and adversely affect the ability of the Borrower
to perform its obligation under this Agreement and the
Notes.

SECTION 4.6.  Compliance with ERISA.  Each member of the
ERISA Group has fulfilled its obligations under the minimum
funding standards of ERISA and the Internal Revenue Code
with respect to each Plan and is in compliance in all
material respects with the presently applicable provisions
of ERISA and the Internal Revenue Code with respect to each
Plan.  No member of the ERISA Group has (i) sought a waiver
of the minimum funding standard under Section 412 of the

<PAGE> 37
Internal Revenue Code in respect of any Plan, (ii) failed to
make any contribution or payment to any Plan or
Multiemployer Plan or in respect of any Benefit Arrangement,
or made any amendment to any Plan or Benefit Arrangement,
which has resulted or could result in the imposition of a
Lien or the posting of a bond or other security under ERISA
or the Internal Revenue Code or (iii) incurred any liability
under Title IV of ERISA other than a liability to the PBGC
for premiums under Section 4007 of ERISA.

SECTION 4.7.   Environmental Matters.  In the ordinary
course of its business, the Borrower conducts an ongoing
review of the effect of Environmental Laws on the business,
operations and properties of the Borrower and its
Subsidiaries, in the course of which it identifies and
evaluates liabilities and costs arising under or imposed by
Environmental Laws (including, without limitation, any
capital or operating expenditures required for clean-up or
closure of properties presently or previously owned, any
capital or operating expenditures required to achieve or
maintain compliance with environmental protection standards
imposed by Environmental Law, any related constraints on
operating activities, including any periodic or permanent
shutdown of any facility or reduction in the level of or
change in the nature of operations conducted thereat, any
costs or liabilities in connection with off-site disposal of
wastes or Hazardous Substances, and any actual or potential
liabilities to third parties, including employees).  On the
basis of this review, the Borrower has no reason to conclude
that such liabilities and costs arising under, including the
costs of compliance with, Environmental Laws, are likely to
have a material adverse effect on the business, financial
condition or results of operations of the Borrower and its
Consolidated Subsidiaries, considered as a whole.

SECTION 4.8.       Taxes.  The Borrower and its Subsidiaries
have filed all United States Federal income tax returns and
all other material tax returns which are required to be
filed by them and have paid all taxes due pursuant to such
returns or pursuant to any assessment received by the
Borrower or any Subsidiary, other than taxes which are not
delinquent, and other than those contested in good faith and
for which adequate reserves have been established in
accordance with generally accepted accounting principles.
The charges, accruals and reserves on the books of the
Borrower and its Subsidiaries in respect of taxes or other
governmental charges are, in the opinion of the Borrower,
adequate.


<PAGE> 38
SECTION 4.9.       Subsidiaries.  Each of the Borrower's
corporate Subsidiaries is a corporation duly incorporated,
validly existing and in good standing under the laws of its
jurisdiction of incorporation, and has all corporate powers
and all material governmental licenses, authorizations,
consents and approvals required to carry on its business as
now conducted.

SECTION 4.10.      Full Disclosure.  All information (taken as a
whole) heretofore furnished in writing by the Borrower to
the Agent or any Bank for purposes of or in connection with
this Agreement or any transaction contemplated hereby is,
and all such information hereafter furnished by the Borrower
to the Agent or any Bank (including, without limitation, all
information used in the preparation of, or which forms part
of, the Confidential Information Memorandum) will be, to the
knowledge of the Borrower, true and accurate in all material
respects on the date as of which such information is stated
or certified.  The Borrower has disclosed, either in reports
on Form 10-K, Form 10-Q or Form 8-K (or their equivalents)
filed with the Commission or otherwise in writing to the
Banks, any and all facts known to the Borrower which
materially and adversely affect or may affect (to the extent
the Borrower can now reasonably foresee), the business,
financial condition or results of operations of the Borrower
and its Consolidated Subsidiaries, taken as a whole, or the
ability of the Borrower to perform its obligations under
this Agreement.

SECTION 4.11.      No Defaults.  On the Effective Date, no
Default or Event of Default exists under this Agreement.


                      ARTICLE 5

                      COVENANTS


       The Borrower agrees that, so long as any Bank has any
Commitment hereunder or any amount payable under any Note
remains unpaid:

SECTION 5.1.  Information.  The Borrower will deliver to the
Agent:

       (a)    as soon as available and in any event within 120 days
  after the end of each fiscal year of the Borrower, the
  annual report of the Borrower and its Subsidiaries filed
  with the Commission on Form 10-K for such year;


<PAGE> 39
       (b)    as soon as available and in any event within 60 days
  after the end of each of the first three quarters of each
  fiscal year of the Borrower, the quarterly report of the
  Borrower and its Subsidiaries filed with the Commission on
  Form 10-Q for such quarter;

       (c)    within five days after any officer of the Borrower
  obtains knowledge of any Default, if such Default is then
  continuing, a certificate of the chief financial officer or
  the chief accounting officer of the Borrower setting forth
  the details thereof and the action which the Borrower is
  taking or proposes to take with respect thereto;

       (d)    promptly upon the mailing thereof to the shareholders
  of the Borrower generally, copies of all financial
  statements, reports and proxy statements so mailed;

       (e)    promptly upon the filing thereof, copies of all
  registration statements (other than the exhibits thereto and
  any registration statements on Form S-8 or its equivalent)
  and reports on Form 8-K (or its equivalent) which the
  Borrower shall have filed with the Commission;

       (f)    if and when any member of the ERISA Group (i) gives
  notice to the PBGC of any "reportable event" (as defined in
  Section 4043 of ERISA) with respect to any Plan which might
  constitute grounds for a termination of such Plan under
  Title IV of ERISA, or knows that the plan administrator of
  any Plan has given notice of any such reportable event, a
  copy of the notice of such reportable event given to the
  PBGC; (ii) receives notice of complete or partial withdrawal
  liability under Section 4201, 4203 or 4204 of ERISA or
  notice that any Multiemployer Plan is in reorganization, is
  insolvent or has been terminated under Section 4241, 4245 or
  4041A of ERISA, a copy of such notice; (iii) receives notice
  from the PBGC under Title IV of ERISA of an intent to
  terminate, impose liability (other than for premiums under
  Section 4007 of ERISA) in respect of, or appoint a trustee
  to administer any Plan, a copy of such notice; (iv) applies
  for a waiver of the minimum funding standard under
  Section 412 of the Internal Revenue Code, a copy of such
  application; (v) gives notice of intent to terminate any
  Plan under Section 4041(c) of ERISA, a copy of such notice
  and other information filed with the PBGC; (vi) gives notice
  of withdrawal from any Plan pursuant to Section 4063 of
  ERISA, a copy of such notice; or (vii) fails to make any
  payment or contribution to any Plan or Multiemployer Plan or

<PAGE> 40
  makes any amendment to any Plan which has resulted or which
  may reasonably be expected to result in the imposition of a
  lien or the posting of a bond or other security under
  Section 401(a)(29) or 412(n) of the Internal Revenue Code,
  or Section 302(f) or 307 of ERISA, a certificate of the
  chief financial officer or the chief accounting officer of
  the Borrower setting forth details as to such occurrence and
  action, if any, which the Borrower or applicable member of
  the ERISA Group is required or proposes to take; and

       (g)    from time to time such additional information
  regarding the financial position or business of the Borrower
  and its Subsidiaries as the Agent, at the request of any
  Bank, may reasonably request.

SECTION 5.2.    Payment of Obligations.  The Borrower will pay
and discharge, and will cause each Subsidiary to pay and
discharge, at or before maturity, all their respective
material obligations and liabilities, except where the same
may be contested in good faith by appropriate proceedings,
and will maintain, and will cause each Subsidiary to
maintain, in accordance with and to the extent required by
generally accepted accounting principles, appropriate
reserves for the accrual of any of the same.

SECTION 5.3.    Maintenance of Property; Insurance.  (a)  The
Borrower will keep, and will cause each Subsidiary to keep,
all property useful and necessary in its business in good
working order and condition, ordinary wear and tear
excepted.

       (b)    The Borrower will, and will cause each of its
Subsidiaries to, maintain (either in the name of the
Borrower or in such Subsidiary's own name) with financially
sound and responsible insurance companies, insurance on all
their respective properties in at least such amounts,
against at least such risks and with no greater than such
risk retention as are customarily maintained, insured
against or retained, as the case may be, in the same general
area by companies of established repute engaged in the same
or a similar business; and will furnish to the Agent, upon
reasonable request from the Agent, information presented in
reasonable detail as to the insurance so carried.

SECTION 5.4.    Conduct of Business and Maintenance of
Existence.  The Borrower will continue, and will cause each
Material Subsidiary to continue, to engage in business of
the same general type as now conducted by the Borrower and
its Subsidiaries, and will preserve, renew and keep in full
force and effect, and will cause each Subsidiary to
preserve, renew and keep in full force and effect their

<PAGE> 41
respective corporate existence and their respective rights,
privileges and franchises necessary or desirable in the
normal conduct of business; provided that nothing in this
Section 5.4 shall prohibit (i) the merger of a Subsidiary
into the Borrower or the merger or consolidation of a
Subsidiary with or into another Person if the corporation
surviving such consolidation or merger is a Subsidiary and
if, in each case, after giving effect thereto, no Default
shall have occurred and be continuing, (ii) the transfer of
assets, rights, privileges, licenses, franchises or
businesses from one Subsidiary to another Subsidiary or
(iii) the termination of the corporate existence of any
Subsidiary if the Borrower in good faith determines that
such termination is in the best interest of the Borrower and
is not materially disadvantageous to the Banks.

SECTION 5.5     Compliance with Laws.  The Borrower will
comply, and cause each Subsidiary to comply, in all material
respects with all applicable laws, ordinances, rules,
regulations, and requirements of governmental authorities
(including, without limitation, Environmental Laws and ERISA
and the rules and regulations thereunder) except where the
necessity or fact of compliance therewith is contested in
good faith by appropriate proceedings.

SECTION 5.6.      Inspection of Property, Books and Records.
The Borrower will keep, and will cause each Subsidiary to
keep, proper books of record and account in which full, true
and correct entries shall be made of all dealings and
transactions in relation to its business and activities; and
will permit, and will cause each Subsidiary to permit,
representatives of any Bank at such Bank's expense to visit
and inspect any of their respective properties, to examine
and make abstracts from any of their respective books and
records and to discuss their respective affairs, finances
and accounts with their respective officers, employees and
independent public accountants, all at such reasonable times
and as often as may reasonably be desired.

SECTION 5.7.      Use of Proceeds.  The proceeds of the Loans
made under this Agreement will be used by the Borrower for
general corporate purposes, including the acquisition,
directly or indirectly, of ordinary shares or subordinated
debt of Bidco (the proceeds of such ordinary shares or
subordinated debt of Bidco to be used by Bidco solely (i) to
acquire ordinary shares of the Target, either in the open
market, pursuant to the Offer or otherwise and (ii) to pay

<PAGE> 42
costs and expenses relating to the Offer).  None of the
proceeds of the Loans made under this Agreement will be
used, directly or indirectly, for any purpose that entails a
violation of, or that is inconsistent with, the provisions
of the Regulations of the Board of Governors of the Federal
Reserve System of the United States, including without
limitation Regulation U.  After giving effect to the
consummation of the Offer and the financing thereof, "margin
stocks" (as defined in Regulation U) will not constitute
more than 25% of the assets of the Borrower and its
Subsidiaries on a consolidated basis.

SECTION 5.8.      Negative Pledge.  The Borrower will not
create, assume or suffer to exist any Lien on any asset now
owned or hereafter acquired by it, except:

       (a)    Liens existing on the date of this Agreement securing
  obligations in an aggregate amount not exceeding
  $25,000,000;

       (b)    any Lien on any asset securing Debt incurred or
  assumed for the purpose of financing all or any part of the
  cost of acquiring such asset; provided that such Lien
  attaches to such asset concurrently with or within 90 days
  after the acquisition thereof;

       (c)    any Lien on any asset of any corporation existing at
  the time such corporation is merged or consolidated with or
  into the Borrower and not created in contemplation of such
  event;

       (d)    any Lien existing on any asset prior to the
  acquisition thereof by the Borrower and not created in
  contemplation of such acquisition;

       (e)    any Lien arising out of the refinancing, extension,
  renewal or refunding of any Debt secured by any Lien
  permitted by any of the foregoing clauses of this Section,
  provided that such Debt is not increased and is not secured
  by any additional assets;

       (f)    Liens arising in the ordinary course of its business
  which  (i) do not secure Debt or Derivatives Obligations,
  (ii) do not secure any obligation in an amount exceeding
  $25,000,000 and (iii) do not in the aggregate materially
  detract from the value of its assets or materially impair
  the use thereof in the operation of its business;

<PAGE> 43

       (g)    Liens on cash and cash equivalents securing
  Derivatives Obligations, provided that the aggregate amount
  of cash and cash equivalents subject to such Liens may at no
  time exceed $25,000,000;

       (h)    Liens imposed by any governmental authority for
  taxes, assessments or charges not yet due or that are being
  contested in good faith and by appropriate proceedings if,
  unless the amount thereof is not material with respect to it
  or its financial condition, adequate reserves with respect
  thereto are maintained on the books of the Borrower in
  accordance with generally accepted accounting principles;

       (i)    carriers', warehousemen's, mechanics', materialmen's,
  repairmen's or other like Liens arising in the ordinary
  course of business that are not overdue for a period of more
  than 30 days or that are being contested in good faith and
  by appropriate proceedings and Liens securing judgments but
  only to the extent for an amount and for a period not
  resulting in an Event of Default under Section 6.1(i)
  hereof;

       (j)    pledges or deposits under worker's compensation,
  unemployment insurance and other social security
  legislation;

       (k)    deposits to secure the performance of bids, trade
  contracts (other than for Debt), leases, statutory
  obligations, surety bonds, appeal bonds with respect to
  judgments not exceeding $25,000,000, performance bonds and
  other obligations of a like nature incurred in the ordinary
  course of business;

       (l)    easements, rights-of-way, restrictions and other
  similar encumbrances incurred in the ordinary course of
  business and encumbrances consisting of zoning restrictions,
  easements, licenses, restrictions on the use of property or
  minor imperfections in title thereto that, in the aggregate,
  are not material in amount, and that do not in any case
  materially detract from the value of the property subject
  thereto or interfere with the ordinary conduct of the
  business of the Borrower; and

       (m)    Liens not otherwise permitted by the foregoing
  clauses of this Section securing Debt in an aggregate
  principal or face amount at any date not to exceed 5% of
  Consolidated Net Worth.

<PAGE> 44
SECTION 5.9. Transactions with Affiliates.  The Borrower
will not, and will not permit any Subsidiary to, directly or
indirectly, pay any funds to or for the account of, make any
investment (whether by acquisition of stock or indebtedness,
by loan, advance, transfer of property, guarantee or other
agreement to pay, purchase or service, directly or
indirectly, any Debt, or otherwise) in, lease, sell,
transfer or otherwise dispose of any assets, tangible or
intangible, to, or participate in, or effect, any
transaction with, any Affiliate except on an arms-length
basis on terms at least as favorable to the Borrower or such
Subsidiary than could have been obtained from a third party
who was not an Affiliate; provided that the foregoing
provisions of this Section shall not prohibit any such
Person from declaring or paying any lawful dividend or other
payment ratably in respect of all of its capital stock of
the relevant class so long as, after giving effect thereto,
no Default shall have occurred and be continuing.

SECTION 5.10.          Sale of Material Subsidiaries.  The Borrower
will not and will not permit any Subsidiary to, at any time,
sell or otherwise transfer, directly or indirectly, any
capital stock of or other equity interest in any Material
Subsidiary if, after giving effect thereto, such Material
Subsidiary would no longer be a Subsidiary.

SECTION 5.11.           Prohibition of Fundamental Changes.  The
Borrower shall not:

       (a)    enter into any transaction of merger or consolidation
  or amalgamation, or liquidate, wind up or dissolve itself
  (or suffer any liquidation or dissolution); or

       (b)    convey, sell, lease, transfer or otherwise dispose
  of, in one transaction or a series of transactions, all or
  substantially all of its business or property.

       Notwithstanding the foregoing provisions of this
Section 5.11, the Borrower may merge or consolidate with any
other Person if the Borrower is the surviving corporation or
the surviving corporation assumes the liabilities of the
Borrower by operation of law or otherwise.

SECTION 5.12.  Minimum Consolidated Net Worth.  The Borrower
shall not permit its Consolidated Net Worth to be less than
$2,000,000,000 at any time.

<PAGE> 45

SECTION 5.13.   Syndication.  The Borrower acknowledges that
the Arrangers intend promptly to commence to syndicate their
Commitments or Loans in accordance with the provisions of
Section 9.6.  The Borrower agrees actively to assist the
Arrangers in achieving a syndication that is satisfactory to
them and to the Borrower.  Such assistance shall include but
not be limited to (i) the preparation with the Arrangers of
a Confidential Information Memorandum and other marketing
materials (collectively, the "Confidential Information
Memorandum") and (ii) direct contact, including the hosting
of one or more bank meetings, between senior management of
the Borrower and its Subsidiaries (including, after
consummation of the Offer, the Target) on the one hand, and
potential Assignees and Participants on the other hand.


                           ARTICLE 6

                           DEFAULTS


SECTION 6.1.        Events of Default.  If one or more of the
following events ("Events of Default") shall have occurred
and be continuing:

       (a)    the Borrower shall fail to pay when due any principal
  of any Loan or shall fail to pay within five days of the due
  date thereof any interest, any fees or any other amount
  payable hereunder;

       (b)    the Borrower shall fail to observe or perform its
  obligations under Section 5.1(c), 5.7, 5.10, 5.11 or 5.12;

       (c)    the Borrower shall fail to observe or perform any
  covenant or agreement contained in this Agreement (other
  than those covered by clause (a) or (b) above) for 30 days
  after notice thereof has been given to the Borrower by the
  Agent at the request of any Bank;

       (d)    any representation, warranty, certification or
  statement made by the Borrower in this Agreement or in any
  certificate, financial statement or other document delivered
  pursuant to this Agreement shall prove to have been
  incorrect in any material respect when made (or deemed
  made);

       (e)    any event or condition shall occur which results in
  the acceleration of any Material Debt;


<PAGE> 46
       (f)    the Borrower or any Subsidiary shall commence a
  voluntary case or other proceeding seeking liquidation,
  reorganization or other relief with respect to itself or its
  debts under any bankruptcy, insolvency or other similar law
  now or hereafter in effect or seeking the appointment of a
  trustee, receiver, liquidator, custodian or other similar
  official of it or any substantial part of its property, or
  shall consent to any such relief or to the appointment of or
  taking possession by any such official in an involuntary
  case or other proceeding commenced against it, or shall make
  a general assignment for the benefit of creditors, or shall
  fail generally to pay its debts as they become due, or shall
  take any corporate action to authorize any of the foregoing;

       (g)    an involuntary case or other proceeding shall be
  commenced against the Borrower or any Subsidiary seeking
  liquidation, reorganization or other relief with respect to
  it or its debts under any bankruptcy, insolvency or other
  similar law now or hereafter in effect or seeking the
  appointment of a trustee, receiver, liquidator, custodian or
  other similar official of it or any substantial part of its
  property, and such involuntary case or other proceeding
  shall remain undismissed and unstayed for a period of
  60 days; or an order for relief shall be entered against the
  Borrower or any Subsidiary under the federal bankruptcy laws
  as now or hereafter in effect;

       (h)    any member of the ERISA Group shall fail to pay when
  due an amount or amounts aggregating in excess of
  $25,000,000 which it shall have become liable to pay under
  Title IV of ERISA; or notice of intent to terminate a
  Material Plan shall be filed under Title IV of ERISA by any
  member of the ERISA Group, any plan administrator or any
  combination of the foregoing; or the PBGC shall institute
  proceedings under Title IV of ERISA to terminate, to impose
  liability (other than for premiums under Section 4007 of
  ERISA) in respect of, or to cause a trustee to be appointed
  to administer any Material Plan; or a condition shall exist
  by reason of which the PBGC would be entitled to obtain a
  decree adjudicating that any Material Plan must be
  terminated; or there shall occur a complete or partial
  withdrawal from, or a default, within the meaning of
  Section 4219(c)(5) of ERISA, with respect to, one or more
  Multiemployer Plans which could cause one or more members of
  the ERISA Group to incur a current payment obligation in
  excess of $25,000,000;


<PAGE> 47
       (i)    judgments or orders for the payment of money in
  excess of $25,000,000 shall be rendered against the Borrower
  or any Subsidiary and such judgments or orders shall
  continue unsatisfied and unstayed for a period of 30 days;
  or

       (j)    any person or group of persons (within the meaning of
  Section 13 or 14 of the Securities Exchange Act of 1934, as
  amended) shall have acquired beneficial ownership (within
  the meaning of Rule 13d-3 promulgated by the Commission
  under said Act) of 30% or more of the outstanding shares of
  common stock of the Borrower; or, during any period of 12
  consecutive calendar months, individuals (i) who were
  directors of the Borrower on the first day of such period,
  (ii) whose election or nomination to the board of directors
  of the Borrower was approved by individuals referred to in
  clause (i) above constituting at the time of such election
  or nomination at least a majority of said board or
  (iii) whose election or nomination to said board was
  approved by individuals referred to in clauses (i) and (ii)
  above constituting at the time of such election or
  nomination at least a majority of said board, shall cease to
  constitute a majority of said board;

then, and in every such event, the Agent shall (i) except as
provided below in this Section 6.1, if requested by Banks
having more than 50% in aggregate amount of the Commitments,
by notice to the Borrower terminate the Commitments and they
shall thereupon terminate, and (ii) if requested by Banks
holding more than 50% of the aggregate unpaid principal
amount of the Loans, by notice to the Borrower declare the
Loans (together with accrued interest thereon) to be, and
the Loans (together with accrued interest thereon) shall
thereupon become, immediately due and payable without
presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower; provided
that (A) in the case of any of the Events of Default
specified in clause 6.1(f) or 6.1(g) above with respect to
the Borrower, without any notice to the Borrower or any
other act by the Agent or the Banks, the Commitments shall
thereupon terminate and the Loans (together with accrued
interest thereon) shall become immediately due and payable
without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower and (B)
except as described in the immediately preceding clause (A),
during Stage 1 the Agent and the Banks shall not be entitled
to terminate the Commitments without the consent of the
Borrower.

<PAGE> 48

SECTION 6.2.     Notice of Default.  The Agent shall give
notice to the Borrower under Section 6.1(c) promptly upon
being requested to do so by any Bank and shall thereupon
notify all the Banks thereof.


                        ARTICLE 7

                        THE AGENT


SECTION 7.1.    Appointment and Authorization.  Each Bank
irrevocably appoints and authorizes the Agent to take such
action as agent on its behalf and to exercise such powers
under this Agreement and the Notes as are delegated to the
Agent by the terms hereof or thereof, together with all such
powers as are reasonably incidental thereto.

SECTION 7.2.     Agent and Affiliates.  Union Bank of
Switzerland shall have the same rights and powers under this
Agreement as any other Bank and may exercise or refrain from
exercising the same as though it were not the Agent, and
Union Bank of Switzerland and its affiliates may accept
deposits from, lend money to, and generally engage in any
kind of business with the Borrower or any Subsidiary or
affiliate of the Borrower as if it were not the Agent.

SECTION 7.3.     Action by Agent.  The obligations of the
Agent hereunder are only those expressly set forth herein.
Without limiting the generality of the foregoing, the Agent
shall not be required to take any action with respect to any
Default, except as expressly provided in Article 6.

SECTION 7.4.      Consultation with Experts.  The Agent may
consult with legal counsel (who may be counsel for the
Borrower), independent public accountants and other experts
selected by it and shall not be liable for any action taken
or omitted to be taken by it in good faith in accordance
with the advice of such counsel, accountants or experts.

SECTION 7.5.      Liability of Agent.  Neither the Agent nor
any of its affiliates nor any of their respective directors,
officers, agents or employees shall be liable for any action
taken or not taken by it in connection herewith (i) with the
consent or at the request of the Required Banks or (ii) in
the absence of its own gross negligence or willful
misconduct.  Neither the Agent nor any of its affiliates nor
any of their respective directors, officers, agents or
employees shall be responsible for or have any duty to


<PAGE> 49
ascertain, inquire into or verify (i) any statement,
warranty or representation made in connection with this
Agreement or any borrowing hereunder; (ii) the performance
or observance of any of the covenants or agreements of the
Borrower; (iii) the satisfaction of any condition specified
in Article 3, except receipt of items required to be
delivered to the Agent; or (iv) the validity, effectiveness
or genuineness of this Agreement, the Notes or any other
instrument or writing furnished in connection herewith.  The
Agent shall not incur any liability by acting in reliance
upon any notice, consent, certificate, statement, or other
writing (which may be a bank wire, telex, facsimile
transmission or similar writing) believed by it to be
genuine or to be signed by the proper party or parties.

SECTION 7.6.     Indemnification.  Each Bank shall, ratably in
accordance with its Commitment or, if the Commitments have
terminated, the outstanding principal amount of its Loans,
indemnify the Agent, its affiliates and their respective
directors, officers, agents and employees (to the extent not
reimbursed by the Borrower) against any cost, expense
(including counsel fees and disbursements), claim, demand,
action, loss or liability (except such as result from such
indemnitees' gross negligence or willful misconduct) that
such indemnitees may suffer or incur in connection with this
Agreement or any action taken or omitted by such indemnitees
hereunder.

SECTION 7.7.      Credit Decision.  Each Bank acknowledges that
it has, independently and without reliance upon the Agent,
any Arranger or any other Bank, and based on such documents
and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement.
Each Bank also acknowledges that it will, independently and
without reliance upon the Agent, any Arranger or any other
Bank, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking any action under
this Agreement.

SECTION 7.8.      Successor Agent.  The Agent may resign at any
time by giving notice thereof to the Banks and the Borrower.
Upon any such resignation, the Required Banks shall have the
right to appoint a successor Agent subject to the approval
of the Borrower.  If no successor Agent shall have been so
appointed and approved, and shall have accepted such
appointment, within 30 days after the retiring Agent gives
notice of resignation, then the retiring Agent may, on
behalf of the Banks, appoint a successor Agent, which shall
be a commercial bank organized or licensed under the laws of

<PAGE> 50
the United States and having a combined capital and surplus
of at least $500,000,000.  Upon the acceptance of its
appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested
with all the rights and duties of the retiring Agent, and
the retiring Agent shall be discharged from its duties and
obligations hereunder.  After any retiring Agent's
resignation hereunder as Agent, the provisions of this
Article shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Agent.  Any
retiring Agent shall refund any unearned portion of its
administrative agency fee.

SECTION 7.9.     Agent's Fee.  The Borrower shall pay to the
Agent for its own account fees in the amounts and at the
times previously agreed upon between the Borrower and the
Agent.

SECTION 7.10.    Arrangers, etc.  Nothing in this Agreement
shall impose on any Arranger, the Syndication Agent or the
Documentation Agent, in its capacity as such, any duties or
obligations whatsoever.


                       ARTICLE 8

                  CHANGE IN CIRCUMSTANCES


SECTION 8.1.      Basis for Determining Interest Rate Inadequate
or Unfair.  If on or prior to the first day of any Interest
Period for any CD Loan, Euro-Dollar Loan or Money Market
LIBOR Loan:

       (a)    the Agent is advised by the Reference Banks that
  deposits in dollars (in the applicable amounts) are not
  being offered to the Reference Banks in the relevant market
  for such Interest Period, or

       (b)    in the case of CD Loans or Euro-Dollar Loans, Banks
  having 50% or more of the aggregate principal amount of the
  affected Loans advise the Agent that the Adjusted CD Rate or
  the London Interbank Offered Rate, as the case may be, as
  determined by the Agent will not, together with any
  increased costs reimbursable by the Borrower hereunder,
  adequately and fairly reflect the cost to such Banks of
  funding their CD Loans or Euro-Dollar Loans, as the case may
  be, for such Interest Period,


<PAGE> 51
  the Agent shall forthwith give notice thereof to the Borrower
and the Banks, whereupon until the Agent notifies the Borrower
that the circumstances giving rise to such suspension no longer
exist, (i)   the obligations of the Banks to make CD Loans or Euro-
Dollar Loans, as the case may be, or to continue or convert
outstanding Loans as or into CD Loans or Euro-Dollar Loans,
as the case may be, shall be suspended and (ii) each
outstanding CD Loan or Euro-Dollar Loan, as the case may be,
shall be converted into a Base Rate Loan on the last day of
the then current Interest Period applicable thereto.  Unless
the Borrower notifies the Agent at least two Domestic
Business Days before the date of any Fixed Rate Borrowing
for which a Notice of Borrowing has previously been given
that it elects not to borrow on such date, (i) if such Fixed
Rate Borrowing is a Committed Borrowing, such Borrowing
shall instead be made as a Base Rate Borrowing and (ii) if
such Fixed Rate Borrowing is a Money Market LIBOR Borrowing,
the Money Market LIBOR Loans comprising such Borrowing shall
bear interest for each day from and including the first day
to but excluding the last day of the Interest Period
applicable thereto at the Base Rate for such day.


SECTION 8.2.    Illegality.  If, on or after the date of this
Agreement, the adoption of any applicable law, rule or
regulation, or any change in any applicable law, rule or
regulation, or any change in the interpretation or
administration thereof by any governmental authority,
central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by
any Bank (or its Euro-Dollar Lending Office) with any
request or directive (whether or not having the force of
law) of any such authority, central bank or comparable
agency shall make it unlawful or impossible for any Bank (or
its Euro-Dollar Lending Office) to make, maintain or fund
its Euro-Dollar Loans and such Bank shall so notify the
Agent, the Agent shall forthwith give notice thereof to the
other Banks and the Borrower, whereupon until such Bank
notifies the Borrower and the Agent that the circumstances
giving rise to such suspension no longer exist, the
obligation of such Bank to make Euro-Dollar Loans, or to
convert outstanding Loans into Euro-Dollar Loans, shall be
suspended.  Before giving any notice to the Agent pursuant
to this Section, such Bank shall designate a different
Euro-Dollar Lending Office if such designation will avoid
the need for giving such notice and will not, in the
judgment of such Bank, be otherwise disadvantageous to such
Bank.  If such notice is given, each Euro-Dollar Loan of
such Bank then outstanding shall be converted to a Base Rate
Loan either (a) on the last day of the then current Interest


<PAGE> 52
Period applicable to such Euro-Dollar Loan if such Bank may
lawfully continue to maintain and fund such Loan to such day
or (b) immediately if such Bank shall determine that it may
not lawfully continue to maintain and fund such Loan to such
day.

SECTION 8.3.     Increased Cost and Reduced Return.  (a)  If on
or after (x) the Effective Date, in the case of any
Committed Loan or any obligation to make Committed Loans or
(y) the date of the related Money Market Quote, in the case
of any Money Market Loan, the adoption of any applicable
law, rule or regulation, or any change in any applicable
law, rule or regulation, or any change in the interpretation
or administration thereof by any governmental authority,
central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by
any Bank (or its Applicable Lending Office) with any request
or directive (whether or not having the force of law) of any
such authority, central bank or comparable agency shall
impose, modify or deem applicable any reserve (including,
without limitation, any such requirement imposed by the
Board of Governors of the Federal Reserve System, but
excluding (i) with respect to any CD Loan any such
requirement included in an applicable Domestic Reserve
Percentage and (ii) with respect to any Euro-Dollar Loan any
such requirement for which such Bank is entitled to
compensation for the relevant Interest Period under
Section 2.17), special deposit, insurance assessment
(excluding, with respect to any CD Loan, any such
requirement reflected in an applicable Assessment Rate) or
similar requirement against assets of, deposits with or for
the account of, or credit extended by, any Bank (or its
Applicable Lending Office) or shall impose on any Bank (or
its Applicable Lending Office) or on the United States
market for certificates of deposit or the London interbank
market any other condition affecting its Fixed Rate Loans,
its Note or its obligation to make Fixed Rate Loans and the
result of any of the foregoing is to increase the cost to
such Bank (or its Applicable Lending Office) of making or
maintaining any Fixed Rate Loan, or to reduce the amount of
any sum received or receivable by such Bank (or its
Applicable Lending Office) under this Agreement or under its
Note with respect thereto, by an amount deemed by such Bank
to be material, then, within 15 days after demand by such
Bank (with a copy to the Agent), the Borrower shall pay to
such Bank such additional amount or amounts as will
compensate such Bank for such increased cost or reduction.

       (b)    If any Bank shall have determined that, after the
date hereof, the adoption of any applicable law, rule or

<PAGE> 53
regulation regarding capital adequacy, or any change in any
such law, rule or regulation, or any change in the
interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with
the interpretation or administration thereof, or any request
or directive regarding capital adequacy (whether or not
having the force of law) of any such authority, central bank
or comparable agency has or would have the effect of
reducing the rate of return on capital of such Bank (or its
Parent) as a consequence of such Bank's obligations
hereunder to a level below that which such Bank (or its
Parent) could have achieved but for such adoption, change,
request or directive (taking into consideration its policies
with respect to capital adequacy) by an amount deemed by
such Bank to be material, then from time to time, within
15 days after demand by such Bank (with a copy to the
Agent), the Borrower shall pay to such Bank such additional
amount or amounts as will compensate such Bank (or its
Parent) for such reduction.

       (c)    Each Bank will promptly notify the Borrower and the
Agent of any event of which it has knowledge, occurring
after the date hereof, which will entitle such Bank to
compensation pursuant to this Section and will designate a
different Lending Office if such designation will avoid the
need for, or reduce the amount of, such compensation and
will not, in the sole judgment of such Bank, be otherwise
disadvantageous to such Bank.  A certificate of any Bank
claiming compensation under this Section and setting forth
the additional amount or amounts to be paid to it hereunder
shall be conclusive in the absence of manifest error.  In
determining such amount, such Bank may use any reasonable
averaging and attribution methods.  Notwithstanding the
foregoing subsections (a) and (b) of this Section 8.3, the
Borrower shall only be obligated to compensate any Bank for
any amount arising or accruing during (i) any time or period
commencing not more than 90 days prior to the date on which
such Bank notifies the Agent and the Borrower that it
proposes to demand such compensation and identifies to the
Agent and the Borrower the statute, regulation or other
basis upon which the claimed compensation is or will be
based and (ii) any time or period during which, because of
the retroactive application of such statute, regulation or
other such basis, such Bank did not know that such amount
would arise or accrue.

SECTION 8.4.      Taxes.  (a)  For the purposes of this
Section 8.4, the following terms have the following
meanings:

<PAGE> 54
"Taxes" means any and all present or future taxes,
duties, levies, imposts, deductions, charges or withholdings
with respect to any payment by the Borrower pursuant to this
Agreement or under any Note, and all penalties and interest
with respect thereto, excluding (i)   in the case of each Bank and
the Agent, taxes imposed on its income, and franchise or similar taxes
imposed on it, by a jurisdiction under the laws of which such Bank or the
Agent (as the case may be) is organized or in which its
principal executive office is located, in which its
Applicable Lending Office is located or in which it would be
subject to tax due to some connection other than that
created by this Agreement and (ii) in the case of each Bank,
any United States withholding tax imposed on such payments
but only to the extent that such Bank is subject to United
States withholding tax at the time such Bank first becomes a
party to this Agreement.

       "Other Taxes" means any present or future stamp or
documentary taxes and any other excise or property taxes, or
similar charges or levies and all penalties and interest
with respect thereto, which arise from the making of any
payment pursuant to this Agreement or under any Note or from
the execution or delivery of this Agreement or any Note.

       (b)    Any and all payments by the Borrower to or for the
account of any Bank or the Agent hereunder or under any Note
shall be made without deduction for any Taxes or Other
Taxes; provided that, if the Borrower shall be required by
law to deduct any Taxes or Other Taxes from any such
payments, (i) the sum payable shall be increased as
necessary so that after making all required deductions
(including deductions applicable to additional sums payable
under this Section) such Bank or the Agent (as the case may
be) receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Borrower
shall make such deductions, (iii) the Borrower shall pay the
full amount deducted to the relevant taxation authority or
other authority in accordance with applicable law and
(iv) the Borrower shall furnish to the Agent, at its address
referred to in Section 9.1, the original or a certified copy
of a receipt evidencing payment thereof.

       (c)    The Borrower agrees to indemnify each Bank and the
Agent for the full amount of Taxes or Other Taxes
(including, without limitation, any Taxes or Other Taxes on
amounts payable under this Section) paid by such Bank or the
Agent (as the case may be).  This indemnification shall be
paid within 15 days after such Bank or the Agent (as the
case may be) makes appropriate demand therefor.

<PAGE> 55
       (d)    Each Bank organized under the laws of a jurisdiction
outside the United States, on or prior to the date of its
execution and delivery of this Agreement in the case of each
Bank listed on the signature pages hereof and on or prior to
the date on which it becomes a Bank in the case of each
other Bank, and from time to time thereafter if requested in
writing by the Borrower (but only so long as such Bank
remains lawfully able to do so), shall provide the Borrower
and the Agent with Internal Revenue Service form 1001 or
4224, as appropriate, or any successor form prescribed by
the Internal Revenue Service, certifying that such Bank is
entitled to benefits under an income tax treaty to which the
United States is a party which exempts the Bank from United
States withholding tax or reduces the rate of withholding
tax on payments of interest for the account of such Bank or
certifying that the income receivable pursuant to this
Agreement is effectively connected with the conduct of a
trade or business in the United States.

       (e)    For any period with respect to which a Bank has
failed to provide the Borrower or the Agent with the
appropriate form pursuant to Section 8.4(d) (unless such
failure is due to a change in treaty, law or regulation
occurring subsequent to the date on which such form
originally was required to be provided), such Bank shall not
be entitled to indemnification under Section 8.4(b) or (c)
with respect to Taxes imposed by the United States; provided
that if a Bank, which is otherwise exempt from or subject to
a reduced rate of withholding tax, becomes subject to Taxes
because of its failure to deliver a form required hereunder,
the Borrower shall take such steps (at the expense of such
Bank) as such Bank shall reasonably request to assist such
Bank to recover such Taxes.

       (f)    If the Borrower is required to pay additional amounts
to or for the account of any Bank pursuant to this Section,
then such Bank will change the jurisdiction of its
Applicable Lending Office if, in the judgment of such Bank,
such change (i) will eliminate or reduce any such additional
payment which may thereafter accrue and (ii) is not
otherwise disadvantageous to such Bank in its sole judgment.

SECTION 8.5.    Base Rate Loans Substituted for Affected Fixed
Rate Loans.  If (i) the obligation of any Bank to make, or
convert outstanding Loans to, Euro-Dollar Loans has been
suspended pursuant to Section 8.2 or (ii) any Bank has
demanded compensation under Section 8.3 or 8.4 with respect
to its CD Loans or Euro-Dollar Loans and the Borrower shall,
by at least five Euro-Dollar Business Days' prior notice to
such Bank through the Agent, have elected that the

<PAGE> 56
provisions of this Section shall apply to such Bank, then,
unless and until such Bank notifies the Borrower that the
circumstances giving rise to such suspension or demand for
compensation no longer exist:

       (a)    all Loans which would otherwise be made by such Bank
  as (or continued as or converted into) CD Loans or
  Euro-Dollar Loans, as the case may be, shall instead be Base
  Rate Loans (on which interest and principal shall be payable
  contemporaneously with the related Fixed Rate Loans of the
  other Banks); and

       (b)    after each of its CD Loans or Euro-Dollar Loans, as
  the case may be, has been repaid (or converted to a Base
  Rate Loan), all payments of principal which would otherwise
  be applied to repay such Fixed Rate Loans shall be applied
  to repay its Base Rate Loans instead.

If such Bank notifies the Borrower that the circumstances
giving rise to such notice no longer apply, the principal
amount of each such Base Rate Loan shall be converted into a
CD Loan or Euro-Dollar Loan, as the case may be, on the
first day of the next succeeding Interest Period applicable
to the related CD Loans or Euro-Dollar Loans of the other
Banks.

SECTION 8.6.     Replacement of Bank.

       (a)    In the event that:


              (i)    any Bank requests compensation pursuant to
              Section 8.3 or 8.4 hereof;

              (ii)   the obligation of any Bank to make Euro-Dollar Loans
              or to continue, or to convert Base Rate Loans into, Euro-
              Dollar Loans shall be suspended pursuant to Section 8.2
              hereof;

              (iii)   any Bank becomes insolvent or fails to make any
              Committed Loan in response to a timely Notice of Committed
              Borrowing where the Required Banks have made the respective
              Committed Loans to be made by them in response to such
              notice; or

              (iv)   any Bank fails or refuses to agree to a request by
              the Borrower to amend or waive, or to grant any consent
              under, any provision of the Agreement under circumstances
              when such amendment, waiver or consent has been approved by

<PAGE> 57
              the Required Banks, such amendment, waiver or consent
              requires the approval of all of the Banks to be effective
              and such failure or refusal is evidenced by (x) written
              objection by such Bank to any such request made to it by the
              Agent in writing describing such amendment, waiver or
              requested consent in principle, (y) failure by such Bank to
              respond in writing to any such request so made to it on or
              before the 15th Domestic Business Day after it receives such
              request, or (z) failure by such Bank to execute and deliver
              definitive documentation furnished to it by the Agent to
              effectuate any such amendment, waiver or consent on or
              before the 15th Domestic Business Day after it receives such
              documentation;

         then, so long as such condition exists, the Borrower
may either:

                     (1)  designate another financial
            institution (such financial institution being
            herein called a "Replacement Bank") acceptable
            to the Agent (which acceptance will not be
            unreasonably withheld) and which is not an
            Affiliate of the Borrower, to assume such
            Bank's Commitment hereunder and to purchase the
            Loans of such Bank and such Bank's rights under
            this Agreement and the Note held by such Bank,
            all without recourse to or representation or
            warranty by, or expense to such Bank, for a
            purchase price equal to the outstanding
            principal amount of the Loans payable to such
            Bank plus any accrued but unpaid interest on
            such Loans and accrued but unpaid fees owing to
            such Bank plus any amounts payable to such Bank
            under Section 2.15 hereof calculated as if such
            purchase constituted a prepayment of Loans plus
            any other amounts payable to such Bank under
            this Agreement, and upon such assumption,
            purchase and substitution, and subject to the
            execution and delivery to the Agent by the
            Replacement Bank of documentation satisfactory
            to the Agent (pursuant to which such
            Replacement Bank shall assume the obligations
            of such original Bank under this Agreement),
            the Replacement Bank shall succeed to the
            rights and obligations of such Bank hereunder;
            or

<PAGE> 58
            (2)  with the prior written consent of
            the Required Banks, pay to such Bank the
            outstanding principal amount of the Loans
            payable to such Bank plus any accrued but
            unpaid interest on such Loans and accrued but
            unpaid fees owing to such Bank plus any amounts
            payable to such Bank under Section 2.15 hereof
            calculated as if such purchase constituted a
            prepayment of Loans.  In the event that the
            Borrower exercises its rights under the
            preceding sentence, the Bank against which such
            rights are exercised shall no longer be a party
            hereto or have any rights or obligations
            hereunder;

            provided that the obligations of the
            Borrower to such Bank under Article 8 and
            Section 9.3 hereof with respect to events
            occurring or obligations arising before or as a
            result of such replacement shall survive such
            exercise.

       (b)    If the Borrower exercises its rights under clause (2)
       of Section 8.6(a) hereof, the Borrower may, not later than
       180 days after such exercise, designate a Replacement Bank
       acceptable to the Agent (which acceptance will not be
       unreasonably withheld) and which is not an Affiliate of the
       Borrower, to assume a Commitment or, if the Commitments have
       terminated, to make a Loan or Loans hereunder in an amount
       not greater than the Commitment or Loans, as the case may
       be, of the Bank against which such rights were exercised
       and, subject to the execution and delivery to the Agent by
       the Replacement Bank of documentation satisfactory to the
       Agent the Replacement Bank shall become party to this
       Agreement as a Bank.


                            ARTICLE 9

                          MISCELLANEOUS


SECTION 9.1.     Notices.  All notices, requests and other
communications to any party hereunder shall be in writing
(including bank wire, telex, facsimile transmission or
similar writing) and shall be given to such party:  (a) in
the case of the Borrower or the Agent, at its address,
facsimile number or telex number set forth on the signature
pages hereof, (b) in the case of any Bank, at its address,

<PAGE> 59
facsimile number or telex number set forth in its
Administrative Questionnaire or (c) in the case of any
party, such other address, facsimile number or telex number
as such party may hereafter specify for the purpose by
notice to the Agent and the Borrower.  Each such notice,
request or other communication shall be effective (i) if
given by telex, when such telex is transmitted to the telex
number specified in this Section and the appropriate
answerback is received, (ii) if given by facsimile
transmission, when transmitted to the facsimile number
specified in this Section and confirmation of receipt is
received, (iii) if given by mail, 72 hours after such
communication is deposited in the mails with first-class
postage prepaid, addressed as aforesaid or (iv) if given by
any other means, when delivered at the address specified in
this Section; provided that notices to the Agent under
Article 2 or Article 8 shall not be effective until
received.

SECTION 9.2.      No Waivers.  No failure or delay by the Agent
or any Bank in exercising any right, power or privilege
hereunder or under any Note shall operate as a waiver
thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  The rights
and remedies herein provided shall be cumulative and not
exclusive of any rights or remedies provided by law.

SECTION 9.3.      Expenses; Indemnification.  (a)  The Borrower
shall pay (i) all reasonable out-of-pocket expenses of the
Agent and each Arranger, including reasonable fees and
disbursements of Cravath, Swaine & Moore, special counsel
for the Agent and the Arrangers, in connection with the
preparation of the Original Credit Agreement and this
Agreement, the syndication contemplated by Section 5.13, any
waiver or consent hereunder or any amendment hereof or any
Default hereunder and (ii) if an Event of Default occurs,
all reasonable out-of-pocket expenses incurred by the Agent
and each Bank, including (without duplication) the
reasonable fees and disbursements of outside counsel and the
allocated cost of inside counsel, in connection with such
Event of Default and collection, bankruptcy, insolvency and
other enforcement proceedings resulting therefrom.

       (b)    The Borrower agrees to indemnify the Agent and each
Bank, their respective affiliates and the respective
directors, officers, agents and employees of the foregoing
(each an "Indemnitee") and hold each Indemnitee harmless
from and against any and all liabilities, losses, damages,
costs and expenses of any kind, including, without


<PAGE> 60
limitation, the reasonable fees and disbursements of
counsel, which may be incurred by such Indemnitee in
connection with any investigative, administrative or
judicial proceeding (whether or not such Indemnitee shall be
designated a party thereto) brought or threatened relating
to the Commitments, the Loans or any actual or proposed use
of proceeds of Loans hereunder; provided that no Indemnitee
shall have the right to be indemnified hereunder for such
Indemnitee's own gross negligence or willful misconduct.

SECTION 9.4.    Sharing of Set-Offs.  Each Bank agrees that if
it shall, by exercising any right of set-off or counterclaim
or otherwise, receive payment of a proportion of the
aggregate amount of principal and interest due with respect
to any Note held by it which is greater than the proportion
received by any other Bank in respect of the aggregate
amount of principal and interest due with respect to any
Note held by such other Bank, the Bank receiving such
proportionately greater payment shall purchase such
participations in the Notes held by the other Banks, and
such other adjustments shall be made, as may be required so
that all such payments of principal and interest with
respect to the Notes held by the Banks shall be shared by
the Banks pro rata; provided that nothing in this
Section shall impair the right of any Bank to exercise any
right of set-off or counterclaim it may have and to apply
the amount subject to such exercise to the payment of
indebtedness of the Borrower other than its indebtedness
hereunder.  The Borrower agrees, to the fullest extent it
may effectively do so under applicable law, that any holder
of a participation in a Note, whether or not acquired
pursuant to the foregoing arrangements, may exercise rights
of set-off or counterclaim and other rights with respect to
such participation as fully as if such holder of a
participation were a direct creditor of the Borrower in the
amount of such participation.

SECTION 9.5.    Amendments and Waivers.  Any provision of this
Agreement or the Notes may be amended or waived if, but only
if, such amendment or waiver is in writing and is signed by
the Borrower and the Required Banks (and, if the rights or
duties of the Agent are affected thereby, by the Agent);
provided that no such amendment or waiver shall, unless
signed by all the Banks, (i) increase or decrease the
Commitment of any Bank (except for a ratable decrease in the
Commitments of all Banks) or subject any Bank to any
additional obligation, (ii) reduce the principal of or rate
of interest on any Loan, or any fees hereunder,
(iii) postpone the date fixed for any payment of principal
of or interest on any Loan, or any fees hereunder or for the

<PAGE> 61
scheduled termination of any Commitment or (iv) change the
percentage of the Commitments or of the aggregate unpaid
principal amount of the Notes, or the number of Banks, which
shall be required for the Banks or any of them to take any
action under this Section or any other provision of this
Agreement.

SECTION 9.6.     Successors and Assigns.  (a)  The provisions
of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective
successors and assigns, except that the Borrower may not
assign or otherwise transfer any of its rights under this
Agreement without the prior written consent of all Banks.

       (b)    Any Bank may at any time grant to one or more banks
or other institutions (each a "Participant") participating
interests in its Commitment or any or all of its Loans.  In
the event of any such grant by a Bank of a participating
interest to a Participant, whether or not upon notice to the
Borrower and the Agent, such Bank shall remain responsible
for the performance of its obligations hereunder, and the
Borrower and the Agent shall continue to deal solely and
directly with such Bank in connection with such Bank's
rights and obligations under this Agreement.  Any agreement
pursuant to which any Bank may grant such a participating
interest shall provide that such Bank shall retain the sole
right and responsibility to enforce the obligations of the
Borrower hereunder including, without limitation, the right
to approve any amendment, modification or waiver of any
provision of this Agreement; provided that such
participation agreement may provide that such Bank will not
agree to any modification, amendment or waiver of this
Agreement described in clause (i), (ii), (iii), or (iv) of
Section 9.5 without the consent of the Participant.  The
Borrower agrees that each Participant shall, to the extent
provided in its participation agreement, be entitled to the
benefits of Article 8 with respect to its participating
interest.  An assignment or other transfer which is not
permitted by subsection (c) or (d) below shall be given
effect for purposes of this Agreement only to the extent of
a participating interest granted in accordance with this
subsection (b).

       (c)    Any Bank may at any time assign to one or more banks
or other institutions (each an "Assignee") all, or a
proportionate part (equivalent to an initial Commitment of
not less than $15,000,000) of all, of its rights and
obligations under this Agreement and the Notes, and such
Assignee shall assume such rights and obligations, pursuant
to an Assignment and Assumption Agreement in substantially

<PAGE> 62
the form of Exhibit G hereto executed by such Assignee and
such transferor Bank, with (and subject to) the subscribed
consent of the Borrower and the Agent, which shall not be
unreasonably withheld; provided that if an Assignee is an
affiliate of such transferor Bank or was a Bank immediately
prior to such assignment, no such consent shall be required;
and provided further that such assignment may, but need not,
include rights of the transferor Bank in respect of
outstanding Money Market Loans.  Upon execution and delivery
of such instrument and payment by such Assignee to such
transferor Bank of an amount equal to the purchase price
agreed between such transferor Bank and such Assignee, such
Assignee shall be a Bank party to this Agreement and shall
have all the rights and obligations of a Bank with a
Commitment as set forth in such instrument of assumption,
and the transferor Bank shall be released from its
obligations hereunder to a corresponding extent, and no
further consent or action by any party shall be required.
Upon the consummation of any assignment pursuant to this
subsection (c), the transferor Bank, the Agent and the
Borrower shall make appropriate arrangements so that, if
required, a new Note is issued to the Assignee.  In
connection with any such assignment, the transferor Bank
shall pay to the Agent an administrative fee for processing
such assignment in the amount of $2,500.  If the Assignee is
not incorporated under the laws of the United States, it
shall deliver to the Borrower and the Agent certification as
to exemption from deduction or withholding of any United
States federal income taxes in accordance with Section 8.4.

      (d)    Any Bank may at any time assign all or any portion of
its rights under this Agreement and its Note to a Federal
Reserve Bank.  No such assignment shall release the
transferor Bank from its obligations hereunder.

       (e)    No Assignee, Participant or other transferee of any
Bank's rights shall be entitled to receive any greater
payment under Section 8.3 or 8.4 than such Bank would have
been entitled to receive with respect to the rights
transferred, unless such transfer is made with the
Borrower's prior written consent or by reason of the
provisions of Section 8.2, 8.3 or 8.4 requiring such Bank to
designate a different Applicable Lending Office under
certain circumstances or at a time when the circumstances
giving rise to such greater payment did not exist.

SECTION 9.7.     Collateral.  Each of the Banks represents to
the Agent and each of the other Banks that it in good faith
is not relying upon any "margin stock" (as defined in


<PAGE> 63
Regulation U) as collateral in the extension or maintenance
of the credit provided for in this Agreement.

SECTION 9.8.    Governing Law; Submission to Jurisdiction.
This Agreement and each Note shall be governed by and
construed in accordance with the laws of the State of New
York.  The Borrower hereby submits to the nonexclusive
jurisdiction of the United States District Court for the
Southern District of New York and of any New York State
court sitting in New York City for purposes of all legal
proceedings arising out of or relating to this Agreement or
the transactions contemplated hereby.  The Borrower
irrevocably waives, to the fullest extent permitted by law,
any objection which it may now or hereafter have to the
laying of the venue of any such proceeding brought in such a
court and any claim that any such proceeding brought in such
a court has been brought in an inconvenient forum.

SECTION 9.9.     Counterparts; Integration; Effectiveness.
This Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same
instrument.  This Agreement constitutes the entire agreement
and understanding among the parties hereto and supersedes
any and all prior agreements and understandings, oral or
written, relating to the subject matter hereof.  This
Agreement shall become effective upon receipt by the Agent
of counterparts hereof signed by each of the parties hereto
(or, in the case of any party as to which an executed
counterpart shall not have been received, receipt by the
Agent in form satisfactory to it constituting delivery of
telegraphic, telex, facsimile or other written confirmation
from such party of execution of a counterpart hereof by such
party).

SECTION 9.10.  WAIVER OF JURY TRIAL.  EACH OF THE BORROWER,
THE AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

<PAGE> 64
       IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed by their respective
authorized officers as of the day and year first above
written.
                                    CENTRAL AND SOUTH WEST CORPORATION,


                                    By /s/ Stephen J. McDonnell
                                    Name:  Stephen J. McDonnell
                                    Title:   Treasurer
                                    Address:  1616 Woodall
                                              Rodgers Freeway
                                              Dallas, TX  75202
                                    Facsimile: 214-777-1223


Commitments

$283,333,333                        CITIBANK, N.A.,


                                    By /s/ Sandip Sen
                                    Name:  Sandip Sen
                                    Title:  Vice President
                                    Address:  399 Park Avenue
                                              New York, NY  10043
                                    Facsimile:  212-793-6130


$283,333,333                        CREDIT SUISSE,


                                    By /s/ Marilou Palenzuela
                                    Name:  Marilou Palenzuela
                                    Title: Member of Senior Management
                                    Address:  633 West Fifth Street
                                              Los Angeles, CA  90071
                                    Facsimile:  914-955-8245



                                    By /s/ Maria N. Gaspara
                                    Name:  Maria N. Gaspara
                                    Title:  Associate

<PAGE> 65
$283,333,334                        UNION BANK OF SWITZERLAND,


                                    By /s/ Michael F. Donohue, Jr.
                                    Name:  Michael F. Donohue, Jr.
                                    Title:  Managing Director
                                    Address:  299 Park Avenue
                                              New York, NY  10171
                                    Facsimile:  212-821-3383


                                    By /s/ Bruce T. Richards
                                    Name:  Bruce T. Richards
                                    Title:  Managing Director


_________________________
Total Commitments
$850,000,000


                                    UNION BANK OF SWITZERLAND, as
                                    Agent,



                                    By /s/ Michael F. Donohue, Jr.
                                    Name:  Michael F. Donohue, Jr.
                                    Title:  Managing Director
                                    Address:  299 Park Avenue
                                              New York, NY  10171
                                    Facsimile:  212-821-3383


                                    By /s/  Bruce T. Richards
                                    Name:  Bruce T. Richards
                                    Title:  Managing Director

<PAGE> 1
                      PRICING SCHEDULE

         Each of "Euro-Dollar Margin", "CD Margin" and
"Facility Fee Rate" means, for any date during Stage 1 or
Stage 2, as the case may be, the rates set forth below in
the row opposite such term and in the column corresponding
to the "Pricing Level" that applies at such date:

                               Stage 1
                        (in basis points per annum)
                       LEVEL I  LEVEL II  LEVEL III
       Euro-Dollar      30.00     35.00     50.00
       Margin
       CD Margin        42.50     47.50     62.50


                               Stage 2
                       (in basis points per annum)
                      Level I  Level II   Level III
       Facility Fee    10.00     12.50      17.50
       Rate
       Euro-Dollar     20.00     22.50      32.50
       Margin
       CD Margin       32.50     35.00      45.00


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

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

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

         "Level II Pricing" applies at any date if, at such
date, (i) the Borrower's commercial paper ratings achieve
at least two of the following three ratings thresholds:

<PAGE> 2
(x) A-2 or higher by S&P, (y) P-2 or higher by Moody's or
(z) D-2 or higher by D&P and (ii) Level I Pricing does
not apply.

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

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

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

         "S&P" means Standard & Poor's Rating Services or
any successor thereto.

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


<PAGE> 1
                                                    Exhibits A - Note

                            NOTE



$[          ]                        New York, New York
                                     ___________ __, 199_




       For value received, Central and South West
Corporation, a Delaware corporation (the "Borrower"),
promises to pay to the order of ______________________ (the
"Bank"), for the account of its Applicable Lending Office,
the lesser of (i) $[    ] and (ii) the unpaid principal
amount of each Loan made by the Bank to the Borrower
pursuant to the Credit Agreement referred to below on the
maturity date provided for in the Credit Agreement.  The
Borrower promises to pay interest on the unpaid principal
amount of each such Loan on the dates and at the rate or
rates provided for in the Credit Agreement.  All such
payments of principal and interest shall be made in lawful
money of the United States in Federal or other immediately
available funds at the office of Union Bank of Switzerland,
New York, New York.

       All Loans made by the Bank, the respective types
thereof and all prepayments and repayments of the principal
thereof shall be recorded by the Bank and, if the Bank so
elects in connection with any transfer or enforcement
hereof, appropriate notations to evidence the foregoing
information with respect to each such Loan then outstanding
may be endorsed by the Bank on the schedule attached hereto,
or on a continuation of such schedule attached to and made a
part hereof; provided that the failure of the Bank to make
any such recordation or endorsement shall not affect the
obligations of the Borrower hereunder or under the Credit
Agreement.

       This note is one of the Notes referred to in the
Credit Agreement dated as of November 6, 1995, as amended

<PAGE> 2
and restated as of January 18, 1996, among Central and South
West Corporation, the banks listed on the signature pages
thereof and Union Bank of Switzerland, as Agent (as the same
may be amended from time to time, the "Credit Agreement").
Terms defined in the Credit Agreement are used herein with
the same meanings.  Reference is made to the Credit
Agreement for provisions for the prepayment hereof and the
acceleration of the maturity hereof.


                           Central and South West Corporation




                           By____________________
                           Name:
                           Title:

<PAGE> 3

              LOANS AND PAYMENTS OF PRINCIPAL


__________________________________________________________________________

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

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

<PAGE> 1
                                      EXHIBIT B - Money Market Quote Request

                     Form of Money Market Quote Request



                                               [Date]




To:             Union Bank of Switzerland (the "Agent")

From:           Central and South West Corporation

Re:             Credit Agreement dated as of November 6,
                1995, as amended and restated as of January 18,
                1996 (the "Credit Agreement"), among Central
                and South West Corporation, the Banks party
                thereto and the Agent

       We hereby give notice pursuant to Section 2.4 of the
Credit Agreement that we request Money Market Quotes for the
following proposed Money Market Borrowing(s):


Date of Borrowing:  __________________

Principal Amount1               Interest Period2

$



----------------
   1 Amount must be $10,000,000 or a larger multiple of $1,000,000.
   2 Not less than one month (LIBOR Auction) or not less than 7 days
     (Absolute Rate Auction), subject to the provisions of the
     definition of Interest Period.

<PAGE> 2

     Such Money Market Quotes should offer a Money Market
[Margin] [Absolute Rate]. [The applicable base rate is the
London Interbank Offered Rate.]

       Terms used herein have the meanings assigned to them
in the Credit Agreement.


                           Central and South West Corporation



                           By________________________
                           Name:
                           Title:




                             EXHIBIT C    - Invitation for Money Market Quotes

                   Form of Invitation for Money Market Quotes




To:    [Name of Bank]

Re:    Invitation for Money Market Quotes to Central and
       South West Corporation (the "Borrower")


       Pursuant to Section 2.4 of the Credit Agreement dated
as of November 6, 1995, as amended and restated as of
January 18, 1996, among Central and South West Corporation
(the "Borrower"), the Banks party thereto and the
undersigned, as Agent, we are pleased on behalf of the
Borrower to invite you to submit Money Market Quotes to the
Borrower for the following proposed Money Market
Borrowing(s):


Date of Borrowing:  __________________

Principal Amount              Interest Period


$


       Such Money Market Quotes should offer a Money Market
[Margin] [Absolute Rate].  [The applicable base rate is the
London Interbank Offered Rate.]

       Please respond to this invitation by no later than
[4:00 P.M.] [9:30 A.M.] (New York City time) on [date].


                           UNION BANK OF SWITZERLAND,
                                As Agent


                           By______________________
                              Authorized Officer



<PAGE> 1
                                   EXHIBIT D  - Money Market Quote


                        Form of Money Market Quote



To:    Union Bank of Switzerland, as Agent

Re:    Money Market Quote to Central and South West
       Corporation (the "Borrower")

       In response to your invitation on behalf of the
Borrower dated _____________, 19__, we hereby make the
following Money Market Quote on the following terms:

1.   Quoting Bank:  ________________________________
2.   Person to contact at Quoting Bank:

     _____________________________
3.   Date of Borrowing: ____________________*
4.   We hereby offer to make Money Market Loan(s) in the
     following principal amounts, for the following
     Interest Periods and at the following rates:


Principal   Interest  Money Market
Amount**    Period*** [Margin****] [Absolute Rate*****]

$

$



  [Provided, that the aggregate principal amount of Money
  Market Loans for which the above offers may be accepted
  shall not exceed $____________.]**

__________
(notes continued on following page)
* As specified in the related Invitation.
** Principal amount bid for each Interest Period may not
exceed principal amount requested.  Specify aggregate



<PAGE> 2
limitation if the sum of the individual offers exceeds the
amount the Bank is willing to lend.  Bids must be made for
$5,000,000 or a larger multiple of $1,000,000.

           We understand and agree that the offer(s) set
  forth above, subject to the satisfaction of the
  applicable conditions set forth in the Credit Agreement
  dated as of November 6, 1995, as amended and restated as
  of January 18, 1996, among the Borrower, the Banks party
  thereto and yourselves, as Agent, irrevocably obligates
  us to make the Money Market Loan(s) for which any
  offer(s) are accepted, in whole or in part.


                           Very truly yours,

                           [NAME OF BANK]


Dated:_______________      By:__________________________
                              Authorized Officer



__________
(notes continued from previous page)
*** Not less than one month or not less than 7 days, as
specified in the related Invitation.  No more than five bids
are permitted for each Interest Period.
**** Margin over or under the London Interbank Offered Rate
determined for the applicable Interest Period.  Specify
percentage (to the nearest 1/10,000 of 1%) and specify
whether "PLUS" or "MINUS".
***** Specify rate of interest per annum (to the nearest
1/10,000th of 1%).



                       EXHIBIT E - Opinion of Special Counsel for the Borrower



                         OPINION OF
                   VINSON & ELKINS L.L.P.


                                ________________,  199_


To the Banks and the Agent
  Referred to Below
c/o Union Bank of Switzerland
  as Agent
299 Park Avenue
New York, New York  10017

Dear Sirs:

       We have acted as special counsel to Central and South
West Corporation (the "Borrower") in connection with the
Credit Agreement (the "Credit Agreement") dated as of
November 6, 1995, as amended and restated as of January 18,
1996, between the Borrower, the banks listed on the
signature pages thereof and Union Bank of Switzerland, as
Agent.  Except as otherwise provided herein, terms defined
in the Credit Agreement are used herein as defined therein.
This opinion is being delivered pursuant to Section 3.1(a)
of the Credit Agreement.

       In rendering the opinions expressed below, we have
examined the following agreements, instruments and other
documents:

                (a)  the Credit Agreement;

                (b)  the promissory notes executed and
            delivered by the Borrower under the Original
            Credit Agreement (the "Notes"); and

                (c)  such records of the Borrower and such
            other documents as we have deemed necessary as
            a basis for the opinions expressed below.

<PAGE> 2

       In our examination, we have assumed the genuineness
of all signatures, the authenticity of all documents
submitted to us as originals and the conformity with
authentic original documents of all documents submitted to
us as copies.  When relevant facts were not independently
established, we have relied upon statements of governmental
officials and upon representations made in or pursuant to
the Credit Agreement and certificates of appropriate
representatives of the Borrower.

       In rendering the opinions expressed below, we have
assumed, with respect to all of the documents referred to in
this opinion letter, that (except, to the extent set forth
in the opinions expressed below, as to the Borrower):

                 (i)     such documents have been
                         duly authorized by, have been duly
                         executed and delivered by, and constitute
                         legal, valid and binding and enforceable
                         obligations of, all of the parties to such
                         documents;

                 (ii)    all signatories to such documents have been
                         duly authorized; and

                (iii)    all of the parties to such documents are duly
                         organized and validly existing and have the
                         power and authority (corporate or other) to
                         execute, deliver and perform such documents.

       Based upon and subject to the foregoing and subject
also to the comments and qualifications set forth below, and
having considered such questions of law as we have deemed
necessary as a basis for the opinions expressed below, we
are of the opinion that:

       1.  The Borrower is a corporation validly existing
and in good standing under the laws of the State of Delaware
and has all corporate powers required to carry on its
business described in its Annual Report on Form 10-K for the
year ended December 31, 1994 (the "10-K").

       2.  The execution, delivery and performance by the
Borrower of the Credit Agreement and the Notes, and the
borrowings by the Borrower under the Credit Agreement, are



<PAGE> 3
within the corporate powers of the Borrower, have been duly
authorized by all necessary corporate action on the part of
the Borrower and require no action by or in respect of, or
filing with, any governmental or regulatory authority or
agency of the United States of America or the State of New
York, except for the order of the Commission adopted
pursuant to the Public Utility Holding Company Act of 1935,
as amended (the "Act") (Release No. 35-26156; International
Series Release No. 743; 70-8423) as amended by order of the
Commission (Release No. 35-26383) (jointly called the
"Order") which has been obtained and is in full force and
effect, and do not contravene, or constitute a default
under, any provision of applicable law or regulation or of
the certificate of incorporation or by-laws of the Borrower
or of any agreement or instrument governing Material Debt of
the Borrower or of any material agreement, judgment,
injunction, order, decree or other material instrument
binding upon the Borrower or result in the creation or
imposition of any Lien on any asset of the Borrower.

       3.  The Credit Agreement and the Notes constitute the
legal, valid and binding obligations of the Borrower,
enforceable against it in accordance with their respective
terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to
or affecting the rights of creditors generally and except as
the enforceability of the Credit Agreement and the Notes is
subject to the application of general principles of equity
(regardless of whether considered in a proceeding in equity
or at law), including, without limitation, (a) the possible
unavailability of specific performance, injunctive relief or
any other equitable remedy and (b) concepts of materiality,
reasonableness, good faith and fair dealing.

       The foregoing opinions are subject to the following
comments and qualifications:

      (A)  The enforceability of Section 9.3 of the Credit
  Agreement may be limited by laws limiting the
  enforceability of provisions exculpating or exempting a
  party, or requiring indemnification of a party for,
  liability for its own action or inaction to the extent
  the action or inaction involves gross negligence,
  recklessness, willful misconduct or unlawful conduct.

<PAGE> 4
      (B)  The enforceability of provisions in the Credit
  Documents to the effect that terms may not be waived or
  modified except in writing may be limited under certain
  circumstances.

      (C)  We express no opinion as to (i) the effect of
  the laws of any jurisdiction in which any Bank is located
  (other than the State of New York) that limit the
  interest, fees or other charges such Bank may impose
  and (ii) the second sentence of Section 9.8 of the Credit
  Agreement, insofar as such sentence relates to the
  subject matter jurisdiction of the United States District
  Court for the Southern District of New York to adjudicate
  any controversy related to any of the Credit Documents.

      (D)  We express no opinion as to the enforceability
  of the following provisions set forth in the Credit
  Agreement:

            (i)   provisions purporting to
                  waive rights to notice, jury trial, or
                  other rights or benefits that cannot be
                  waived under applicable law;

            (ii)  provisions providing that
                  remedies are cumulative; and

           (iii)  provisions that decisions by a party are conclusive.

      (E)  With respect to our opinions expressed in
  paragraph 2 above, we have not undertaken any special
  examination of the files of the Borrower or any public
  records of judgments, injunctions, orders or decrees
  applicable to the Borrower.  We have, with your
  permission, limited our review of (i) material agreements
  and material instruments to those agreements and
  instruments listed as material in the exhibit index in
  the 10-K and (ii) any Material Debt of the Borrower,
  judgments, injunctions, orders and decrees binding on the
  Borrower to those identified as such in the Certificate
  of an officer of the Borrower attached hereto.  We
  express no opinion as to compliance with accounting or
  financial covenants or requirements contained in any of

<PAGE> 5
  the aforesaid orders, decrees, Material Debt, material
  agreements or instruments.

      (F)  In connection with the opinions expressed in
  paragraph 2 above, we note that the authority under the
  Order for recourse borrowings and investment by the
  Borrower and its subsidiaries in exempt wholesale
  generators (as defined in Section 32(e) of the Act) and
  foreign utility companies (as defined in Section 33(a) of
  the Act) is limited to 50% of the Borrower's
  "consolidated retained earnings" as determined in
  accordance with Rule 53(a)(1)(ii).

       The foregoing opinions are limited to matters
involving the federal laws of the United States, the
Delaware General Corporation Law and the law of the State of
New York, and we do not express any opinion as to the laws
of any other jurisdiction.

       At the request of our client, this opinion letter is,
pursuant to Section 3.1(a) of the Credit Agreement, provided
to you by us in our capacity as counsel to the Borrower and
may not be relied upon by any other Person (except that any
Person that becomes a party to the Credit Agreement as a
Bank after the date hereof may rely upon this opinion as if
it were addressed to such Person as of the date hereof) or
for any purpose other than in connection with the
transactions contemplated by the Credit Agreement without,
in each instance, our prior written consent.

                      Very truly yours,


<PAGE> 1

             EXHIBIT F - Opinion of Special Counsel for the Agent and the
                         Arrangers




                         OPINION OF
                  CRAVATH, SWAINE & MOORE





                                        ______________, 1995



             Central and South West Corporation
                $850,000,000 Credit Agreement
          dated as of November 6, 1995, as amended
             and restated as of January 18, 1996


   Ladies and Gentlemen:

           We have acted as special counsel to Union
  Bank of Switzerland, in its capacity as administrative
  agent (the "Agent"), and Citibank, N.A., Credit Suisse
  and Union Bank of Switzerland, in their respective
  capacities as Arrangers, in connection with the
  preparation, execution and delivery of the Credit
  Agreement dated as of November 6, 1995, as amended and
  restated as of January 18, 1996 (the "Credit
  Agreement"), among Central and South West Corporation
  (the "Borrower"), the Banks named therein (the "Banks")
  and the Agent.  In that connection, we have examined
  executed counterpart copies of the Credit Agreement and
  executed copies of the Notes issued under the Original
  Credit Agreement (as defined in the Credit Agreement).

           In rendering our opinion, we have with your
  consent assumed (i) the due authorization, execution
  and delivery of the Credit Agreement by each party
  thereto and (ii) the authenticity of all documents
  submitted to us as originals and the conformity to
  original documents of all documents submitted to us as
  copies.

<PAGE> 2

           Based upon the foregoing, we are of opinion
  that the Credit Agreement and the Notes constitute the
  legal, valid and binding obligations of the Borrower,
  enforceable against the Borrower in accordance with
  their respective terms, subject to applicable
  bankruptcy, insolvency, fraudulent transfer,
  reorganization, moratorium and other laws affecting
  creditors' rights generally from time to time in effect
  and to general equitable principles (including, without
  limitation, concepts of materiality, reasonableness,
  good faith and fair dealing), regardless of whether
  such enforceability is considered in a proceeding in
  equity or at law.  In addition, (i) we note that
  insofar as provisions contained in the Credit Agreement
  provide for indemnification, the enforcement thereof
  may be limited by public policy considerations, (ii) we
  express no opinion as to the last sentence of
  Section 9.4 of the Credit Agreement and (iii) we
  express no opinion as to the effect of the law of any
  jurisdiction other than the State of New York wherein
  any Bank may be located or wherein enforcement of the
  Credit Agreement or any Note may be sought that limits
  rates of interest legally chargeable or collectable.

           We are admitted to practice only in the State
  of New York and express no opinion as to matters
  governed by any laws other than the laws of the State
  of New York and the Federal laws of the United States
  of America.  This opinion is being delivered to you
  pursuant to Section 3.1(b) of the Credit Agreement, and
  may not be relied upon by any other person without our
  prior written consent, except that any person that
  becomes a party to the Credit Agreement as a Bank after
  the date hereof may rely upon this opinion as if it
  were addressed to such person as of the date hereof.


  Very truly yours,




  The Agent and the Banks
  Referred to Above
     In care of Union Bank of Switzerland
        as Agent
           299 Park Avenue
              New York, New York 10017




<PAGE> 1
  120A

                     EXHIBIT G - Assignment and Assumption Agreement



                      ASSIGNMENT AND ASSUMPTION AGREEMENT




     AGREEMENT dated as of _________, 19__ among <NAME OF
ASSIGNOR> (the "Assignor"), <NAME OF ASSIGNEE> (the
"Assignee"), CENTRAL AND SOUTH WEST CORPORATION (the
"Borrower") and UNION BANK OF SWITZERLAND, as Agent (the
"Agent").

     WHEREAS, this Assignment and Assumption Agreement (the
"Agreement") relates to the Credit Agreement dated as of
November 6, 1995, as amended and restated as of January 18,
1996, among the Borrower, the Assignor and the other Banks
party thereto, as Banks, and the Agent (the "Credit
Agreement");

     WHEREAS, as provided under the Credit Agreement, the
Assignor has a Commitment to make Loans to the Borrower in
an aggregate principal amount at any time outstanding not to
exceed $__________;

     WHEREAS, Committed Loans made to the Borrower by the
Assignor under the Credit Agreement in the aggregate
principal amount of $__________ are outstanding at the date
hereof; and

     WHEREAS, the Assignor proposes to assign to the
Assignee all of the rights of the Assignor under the Credit
Agreement in respect of a portion of its Commitment
thereunder in an amount equal to $__________ (the "Assigned
Amount"), together with a corresponding portion of its
Committed Loans, and the Assignee proposes to accept
assignment of such rights and assume the corresponding
obligations from the Assignor on such terms;

<PAGE> 2
     NOW, THEREFORE, in consideration of the foregoing and
the mutual agreements contained herein, the parties hereto
agree as follows:

     Section 1.  Definitions.  All capitalized terms not
otherwise defined herein shall have the respective meanings
set forth in the Credit Agreement.

     Section 2.  Assignment.  The Assignor hereby assigns
and sells to the Assignee all of the rights of the Assignor
under the Credit Agreement to the extent of the Assigned
Amount, and the Assignee hereby accepts such assignment from
the Assignor and assumes all of the obligations of the
Assignor under the Credit Agreement to the extent of the
Assigned Amount, including the purchase from the Assignor of
the corresponding portion of the principal amount of the
Committed Loans made by the Assignor outstanding at the date
hereof.  Upon the execution and delivery hereof by the
Assignor, the Assignee, [the Borrower and the Agent] and the
payment of the amounts specified in Section 3 required to be
paid on the date hereof (i) the Assignee shall, as of the
date hereof, succeed to the rights and be obligated to
perform the obligations of a Bank under the Credit Agreement
with a Commitment in an amount equal to the Assigned Amount,
and (ii) the Commitment of the Assignor shall, as of the
date hereof, be reduced by a like amount and the Assignor
released from its obligations under the Credit Agreement to
the extent such obligations have been assumed by the
Assignee.  The assignment provided for herein shall be
without recourse to the Assignor.

     Section 3.  Payments.  As consideration for the
assignment and sale contemplated in Section 2 hereof, the
Assignee shall pay to the Assignor on the date hereof in
Federal funds the amount heretofore agreed between them.(1)
It is understood that commitment and/or facility fees accrued
to the date hereof are for the account of the Assignor and

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

<PAGE> 3


such fees accruing from and including the date hereof are
for the account of the Assignee.  Each of the Assignor and
the Assignee hereby agrees that if it receives any amount
under the Credit Agreement which is for the account of the
other party hereto, it shall receive the same for the
account of such other party to the extent of such other
party's interest therein and shall promptly pay the same to
such other party.

     [Section 4.  Consent of the Borrower and the Agent.
This Agreement is conditioned upon the consent of the
Borrower and the Agent pursuant to Section 9.6(c) of the
Credit Agreement.  The execution of this Agreement by the
Borrower and the Agent is evidence of this consent.
Pursuant to Section 9.6(c), the Borrower agrees to execute
and deliver a Note payable to the order of the Assignee to
evidence the assignment and assumption provided for herein.]

     Section 5.  Non-Reliance on Assignor.  The Assignor
makes no representation or warranty in connection with, and
shall have no responsibility with respect to, the solvency,
financial condition, or statements of the Borrower, or the
validity and enforceability of the obligations of the
Borrower in respect of the Credit Agreement or any Note.
The Assignee acknowledges that it has, independently and
without reliance on the Assignor, and based on such
documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this
Agreement and will continue to be responsible for making its
own independent appraisal of the business, affairs and
financial condition of the Borrower.

     Section 6.  Governing Law.  This Agreement shall be
governed by and construed in accordance with the laws of the
State of New York.

     Section 7.  Counterparts.  This Agreement may be signed
in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.

     IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed and delivered by their duly
authorized officers as of the date first above written.

<PAGE> 4

                 <NAME OF ASSIGNOR>


                 By_________________________
                   Name:
                   Title:



                 <NAME OF ASSIGNEE>


                 By__________________________
                   Name:
                   Title:


                 CENTRAL AND SOUTH WEST CORPORATION


                 By__________________________
                   Name:
                   Title:


                 UNION BANK OF SWITZERLAND


                 By__________________________
                   Name:
                   Title: