<PAGE>   1
                                                                    EXHIBIT 4.4


                     AMENDED AND RESTATED RIGHTS AGREEMENT

                 Agreement, dated as of March 10, 1986, as amended and restated
as of February 28, 1996, between A.H.  Belo Corporation, a Delaware corporation
(the "Company"), and Chemical Mellon Shareholder Services, L.L.C., a New York
banking corporation (the "Rights Agent").

                 The Board of Directors of the Company has authorized and
declared a dividend of one preferred share purchase right (a "Right") for each
Common Share (as hereinafter defined) of the Company outstanding on March 20,
1986, each Right representing the right to purchase one one-hundredth of a
share of Series A Junior Participating Preferred Stock of the Company having
the rights and preferences set forth in the form of Certificate of Designations
attached hereto as Exhibit A, upon the terms and subject to the conditions
herein set forth, and has further authorized the issuance of one Right with
respect to each Common Share that shall become outstanding between March 20,
1986 and the earlier of the Distribution Date, the Redemption Date and the
Final Expiration Date (as such terms are defined in Sections 3 and 7 hereof).

                 This Agreement has been amended from time to time in
accordance with the terms hereof by Supplements Nos. 1, 2, 3, 4, 5, and 6.  The
Board of Directors of the Company has determined to further amend this
Agreement to extend the term of the Rights authorized hereunder for a period of
10 years and  to include certain features intended to increase the
effectiveness hereof.  In addition, the Board of Directors of the Company has
determined to restate this Agreement such that all amendments hereto, including
certain amendments effected as of the date hereof, are reflected herein.
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                 Accordingly, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

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

                 (a)      "Acquiring Person" shall mean any Person (as such
         term is hereinafter defined) who or which, together with all
         Affiliates and Associates (as such terms are hereinafter defined) of
         such Person, shall be the Beneficial Owner (as such term is
         hereinafter defined) of 30% or more of the total number of Common
         Shares then outstanding, but shall not include the Company, any
         wholly-owned Subsidiary (as such term is hereinafter defined) of the
         Company or any employee benefit plan of the Company or any Subsidiary
         of the Company or any entity holding Common Shares for or pursuant to
         the terms of such plan.  Notwithstanding the foregoing, no Person
         shall become an "Acquiring Person" as the result of an acquisition of
         Common Shares by the Company which, by reducing the number of  shares
         outstanding, increases the proportionate number of shares beneficially
         owned by such Person to 30% or more of the Common Shares of the
         Company then outstanding; provided, however, that if a Person shall
         become the Beneficial Owner of 30% or more of the Common Shares of the
         Company then outstanding by reason of share purchases by the





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         Company and shall, after such share purchases by the Company, become
         the Beneficial Owner of any additional Common Shares of the Company,
         then such Person shall be deemed to be an "Acquiring Person."
         Notwithstanding the foregoing, if the Board of Directors of the
         Company determines in good faith that a Person who would otherwise be
         an "Acquiring Person," as defined pursuant to the foregoing provisions
         of this paragraph (a), has become such inadvertently, and such Person
         divests as promptly as practicable a sufficient number of Common
         Shares so that such Person would no longer be an "Acquiring Person,"
         as defined pursuant to the foregoing provisions of this paragraph (a),
         then such Person shall not be deemed to be an "Acquiring Person" for
         any purposes of this Agreement.

                 (b)      "Affiliate" shall have the meaning ascribed to such
         term in Rule 12b-2 of the General Rules and Regulations under the
         Securities Exchange Act of 1934, as amended (the "Exchange Act"), as
         in effect on March 10, 1986.

                 "Associate," used to indicate a relationship with any Person,
         shall mean (i) any corporation or organization (other than the Company
         or a direct or indirect subsidiary of the Company) of which such
         Person is an officer or partner or is, directly or indirectly, the
         beneficial owner of 10 percent or more of any class of equity
         securities, (ii) any trust or other estate in which such Person has a
         substantial beneficial interest or as to which such Person serves as a
         trustee or in a similar fiduciary capacity, and (iii) any relative or





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         spouse of such Person, or any relative of such spouse, who has the
         same principal residence as such Person.

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

                             (i)  which such Person or any of such Person's
                 Affiliates or Associates beneficially owns, directly or
                 indirectly;

                             (ii) which such Person or any of such Person's
                 Affiliates or Associates has (A) the right to acquire (whether
                 such right is exercisable immediately or only after the
                 passage of time) pursuant to any agreement, arrangement or
                 understanding, or upon the exercise of conversion rights,
                 exchange rights,  rights (other than these Rights), warrants
                 or options, or otherwise; provided, however, that a Person
                 shall not be deemed the Beneficial Owner of, or to
                 beneficially own, securities tendered pursuant to a tender or
                 exchange offer made by or on behalf of such Person or any of
                 such Person's Affiliates or Associates until such tendered
                 securities are accepted for purchase or exchange; or (B) the
                 right to vote pursuant to any agreement, arrangement or
                 understanding; provided, however, that a Person shall not be
                 deemed the Beneficial Owner of, or to beneficially own, any
                 security if the agreement, arrangement or understanding to
                 vote such security (1) arises





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                 solely from a revocable proxy or consent given to such Person
                 in response to a public proxy or consent solicitation made
                 pursuant to, and in accordance with, the applicable rules and
                 regulations of the Exchange Act and (2) is not also then
                 reportable on Schedule 13D under the Exchange Act (or any
                 comparable or successor report); or

                             (iii)         which are beneficially owned,
                 directly or indirectly, by any other Person with which such
                 Person or any of such Person's Affiliates or Associates has
                 any agreement, arrangement or understanding for the purpose of
                 acquiring, holding, voting (except to the extent contemplated
                 by the proviso to Section  1(c)(ii)(B)) or disposing of any
                 securities of the Company.

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

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

                 (f)      "Common Shares" when used with reference to the
         Company shall mean shares of Series A Common Stock, Series B Common
         Stock, and/or Series C Common





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         Stock.  "Common Shares" when used with reference to any Person other
         than the Company shall mean the capital stock (or equity interest)
         with the greatest voting power of such other Person or, if such other
         Person is a Subsidiary of another Person, the Person or Persons which
         ultimately controls such first-mentioned Person.

                 (g)      "Person" shall mean any individual, firm, corporation
         or other entity, and shall include any successor (by merger or
         otherwise) of such entity.

                 (h)      "Preferred Shares" shall mean shares of Series A
         Junior Participating Preferred Stock of the Company.

                 (i)      "Shares Acquisition Date" shall mean the first date
         of public announcement by the Company or an Acquiring Person that an
         Acquiring Person has become such.

                 (j)      "Subsidiary" of any Person shall mean any corporation
         or other entity of which a majority of the voting power of the voting
         equity securities or equity interest is owned, directly or indirectly,
         by such Person.

                 Section 2.  Appointment of Rights Agent.  The Company hereby
appoints the Rights Agent to act as agent for the Company and the holders of
the Rights (who, in accordance with Section 3 hereof, shall prior to the
Distribution Date also be the holders of the Common Shares) in accordance with
the terms and conditions hereof, and the Rights Agent hereby accepts





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such appointment.  The Company may from time to time appoint such co-Rights
Agents as it may deem necessary or desirable.

                 Section 3.  Issue of Right Certificates.  (a)  Until the
earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the
tenth day after the date of commencement of, or first public announcement of
the intent of any Person (other than the Company, any wholly-owned Subsidiary
of the Company, any employee benefit plan of the Company or of any Subsidiary
of the Company or any entity holding Common Shares for or pursuant to the terms
of any such Plan) to commence, a tender or exchange offer the consummation of
which would result in beneficial ownership by a Person of 30% or more of the
total number of the outstanding Common Shares (including any such date which is
after the date of this Agreement and prior to the issuance of the Rights; the
earlier of such dates being herein referred to as the "Distribution Date"), (x)
the Rights will be evidenced (subject to the provisions of paragraph (b) of
this Section 3) by the certificates for Common Shares registered in the names
of the holders thereof (which certificates shall also be deemed to be Right
Certificates) and not by separate Right Certificates, and (y) the right to
receive Right Certificates will be transferable only in connection with the
transfer of Common Shares.  As soon as practicable after the Distribution Date,
the Rights Agent will send, by first-class, insured, postage-prepaid mail, to
each record holder of Common Shares as of the close of business on the
Distribution Date, at the address of such holder shown on the records of the
Company, a Right Certificate, in substantially the form of Exhibit B hereto (a
"Right Certificate"),





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evidencing one Right for each Common Share so held.  As of the Distribution
Date, the Rights will be evidenced solely by such Right Certificates.

                 (b)      On March 20, 1986 or as soon as practicable
thereafter, the Company will send a copy of a Summary of Rights  to Purchase
Preferred Shares, in substantially the form attached hereto as Exhibit C (the
"Summary of Rights"), by first-class, postage-prepaid mail, to each record
holder of Common Shares as of the close of business on March 20, 1986, at the
address of such holder shown on the records of the Company.  With respect to
certificates for Common Shares outstanding as of March 20, 1986, until the
Distribution Date, the Rights will be evidenced by such certificates registered
in the names of the holders thereof together with a copy of the Summary of
Rights.  Until the Distribution Date (or the earlier of the Redemption Date or
Final Expiration Date (as such terms are defined in Section 7 hereof)), the
surrender for transfer of any certificate for Common Shares outstanding on
March 20, 1986, with or without a copy of the Summary of Rights attached
thereto, shall also constitute the transfer of the Rights associated with the
Common Shares represented thereby.

                 (c)      Certificates for Common Shares issued after March 20,
1986 but prior to the earlier of the Distribution Date or the Redemption Date
or the Final Expiration Date (as such terms are defined in Section 7) shall
have impressed on, printed on, written on or otherwise affixed to them a legend
in substantially the following form:





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                 This certificate also evidences and entitles the holder hereof
                 to certain Rights as set forth in a Rights Agreement between
                 A.H. Belo Corporation and Chemical Bank, dated as of March 10,
                 1986, amended and restated as of February 28, 1996 (the
                 "Rights Agreement"), the terms of which are hereby
                 incorporated herein by reference and a  copy of which is on
                 file at the principal executive offices of A.H. Belo
                 Corporation.  Under certain circumstances, as set forth in the
                 Rights Agreement, such Rights will be evidenced by separate
                 certificates and will no longer be evidenced by this
                 certificate.  A.H.  Belo Corporation will mail to the holder
                 of this certificate a copy of the Rights Agreement without
                 charge after receipt of a written request therefor.  Under
                 certain circumstances, Rights beneficially owned by Acquiring
                 Persons (as defined in the Rights Agreement) may become null
                 and void.

With respect to such certificates containing a legend in substantially the
foregoing form, until the Distribution Date, the Rights associated with the
Common Shares represented by such certificates shall be evidenced by such
certificates alone, and the surrender for transfer of any such certificate
shall also constitute the transfer of the Rights associated with the Common
Shares represented thereby.

                 Section 4.  Form of Right Certificates.  The Right
Certificates (and the forms of election to purchase Preferred Shares and of
assignment to be printed on the reverse thereof) shall be substantially the
same as Exhibit B hereto and may have such marks of identification or
designation and such legends, summaries or endorsements printed thereon as the
Company may deem appropriate and as are not inconsistent with the provisions of
this Agreement, or as may be required to comply with any applicable law or with
any rule or regulation made pursuant thereto or with any rule or regulation of
any stock exchange on





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which the Rights may from time to time be listed, or to conform to usage.
Subject to the provisions of Section 22 hereof, the  Right Certificates, in
each such case, on their face shall entitle the holders thereof to purchase
such number of Preferred Shares as shall be set forth therein at the price per
one-hundredth of a Preferred Share set forth therein (the "Purchase Price"),
but the number of such Preferred Shares and the Purchase Price shall be subject
to adjustment as provided herein.

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





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of the Company to sign such Right Certificate, although at the date of the
execution of this Agreement any such person was not such an officer.

                 Following the Distribution Date, the Rights Agent will keep or
cause to be kept, at its principal offices, books for registration and transfer
of the Right Certificates issued hereunder.  Such books shall show the names
and addresses of the respective holders of the Right Certificates, the number
of Rights evidenced on its face by each of the Right Certificates and the date
of each of the Right Certificates.

                 Section 6.  Transfer, Split Up, Combination and Exchange of
Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates.
Subject to the provisions of Section 14 hereof, at any time after the close of
business on the Distribution Date, and at or prior to the close of business on
the earlier of the Redemption Date or the Final Expiration Date (as such terms
are defined in Section 7 hereof), any Right Certificate or Right Certificates
(other than Right Certificates representing Rights that have become void
pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to
Section 24 hereof) may be transferred, split up, combined or exchanged for
another Right Certificate or Right Certificates, entitling the registered
holder to purchase a like number of Preferred Shares as the Right Certificate
or Right Certificates  surrendered then entitled such holder to purchase.  Any
registered holder desiring to transfer, split up, combine or exchange any Right
Certificate shall make such request in writing delivered to the Rights Agent,
and shall





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surrender the Right Certificate or Right Certificates to be transferred, split
up, combined or exchanged at the principal office of the Rights Agent.
Thereupon the Rights Agent shall countersign and deliver to the person entitled
thereto a Right Certificate or Right Certificates, as the case may be, as so
requested.  The Company may require payment of a sum sufficient to cover any
tax or governmental charge that may be imposed in connection with any transfer,
split up, combination or exchange of Right Certificates.

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

                 Section 7.  Exercise of Rights; Purchase Price; Expiration
Date of Rights.  (a)  The registered holder of any Right Certificate may
exercise the Rights evidenced thereby (except as otherwise provided herein) in
whole or in part at any time after the Distribution Date upon surrender of the
Right Certificate, with the form of election to purchase on the reverse side
thereof duly executed, to the Rights Agent at the principal office of the
Rights





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Agent, together with payment of the Purchase Price for each one one-hundredth
of a Preferred Share as to which the Rights are exercised, at or prior to the
close of business on the earlier of (i) the close of business on March 20, 2006
(the "Final Expiration Date"), or (ii) the date on which the Rights are
redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the
time at which such Rights are exchanged as provided for in Section 24 hereof.

                 (b)      The Purchase Price for each one one-hundredth of a
Preferred Share pursuant to the exercise of a Right shall be, as of February
28, 1996, $150, shall be subject to adjustment from time to time as provided in
Sections 11 and 13 hereof and shall be payable in lawful money of the United
States of America in accordance with paragraph (c) below, and as of February
28, 1996 each Right shall entitle the holder thereof to purchase one one-
hundredth of a Preferred Share, subject to the terms and conditions herein set
forth.

                 (c)      Upon receipt of a Right Certificate representing
exercisable Rights, with the form of election to purchase duly executed,
accompanied by payment of the Purchase Price for the shares to be purchased and
an amount equal to any applicable transfer tax required to be paid by the
holder of such Right Certificate in accordance with Section 9 in cash, or by
certified check or cashier's check payable to the order of the Company, the
Rights Agent shall thereupon promptly (i) (A) requisition from any transfer
agent of the Preferred Shares certificates for the number of Preferred Shares
to be purchased and the Company





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hereby irrevocably authorizes its transfer agent to comply with all such
requests, or (B) requisition from the depositary agent depositary receipts
representing such number of one one-hundredths of a Preferred Share as are to
be purchased (in which case certificates for the Preferred Shares represented
by such receipts shall be deposited by the transfer agent with the depositary
agent) and the Company hereby directs the depositary agent to comply with such
request, (ii) when appropriate, requisition from the Company the amount of cash
to be paid in lieu of issuance of fractional shares in accordance with Section
14, (iii) promptly after receipt of such certificates or depositary receipts,
cause the same to be delivered to or upon the order of the registered holder of
such Right Certificate, registered in such name or names as may be designated
by such holder and (iv) when appropriate, after receipt,  promptly deliver such
cash to or upon the order of the registered holder of such Right Certificate.

                 (d)      In case the registered holder of any Right
Certificate shall exercise less than all the Rights evidenced thereby, a new
Right Certificate evidencing Rights equivalent to the Rights remaining
unexercised shall be issued by the Rights Agent to the registered holder of
such Right Certificate or to his duly authorized assignee, subject to the
provisions of Section 14 hereof.

                 Section 8.  Cancellation and Destruction of Right
Certificates.  All Right Certificates surrendered for the purpose of exercise,
transfer, split up, combination or exchange shall, if surrendered to the
Company or to any of its agents, be delivered to the





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Rights Agent for cancellation or in cancelled form, or, if surrendered to the
Rights Agent, shall be cancelled by it, and no Right Certificates shall be
issued in lieu thereof except as expressly permitted by any of the provisions
of this Agreement.  The Company shall deliver to the Rights Agent for
cancellation and retirement, and the Rights Agent shall so cancel and retire,
any other Right Certificate purchased or acquired by the Company otherwise than
upon the exercise thereof.  The Rights Agent shall deliver all cancelled Right
Certificates to the Company, or shall, at the written request of the Company,
destroy such cancelled Right  Certificates, and in such case shall deliver a
certificate of destruction thereof to the Company.

                 Section 9.  Reservation and Availability of Preferred Shares.
The Company covenants and agrees that it will cause to be reserved and kept
available out of its authorized and unissued Preferred Shares or any Preferred
Shares held in its treasury, the number of Preferred Shares that will be
sufficient to permit the exercise in full of all outstanding Rights.

                 So long as the Preferred Shares issuable upon the exercise of
Rights may be listed on any national securities exchange, the Company shall use
its best efforts to cause, from and after such time as the Rights become
exercisable, all shares reserved for such issuance to be listed on such
exchange upon official notice of issuance upon such exercise.

                 The Company covenants and agrees that it will take all such
action as may be necessary to ensure that all Preferred Shares delivered upon
exercise of Rights shall, at the





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time of delivery of the certificates for such Preferred Shares (subject to
payment of the Purchase Price), be duly and validly authorized and issued and
fully paid and nonassessable shares.

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

                 Section 10.  Preferred Shares Record Date.  Each person in
whose name any certificate for Preferred Shares is issued upon the exercise of
Rights shall for all purposes be deemed to have become the holder of record of
the Preferred Shares represented thereby on, and such certificate shall be
dated, the date upon which the Right Certificate evidencing such Rights was
duly surrendered and payment of the Purchase Price (and any applicable transfer





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taxes) was made; provided, however, that if the date of such surrender and
payment is a date upon which the Preferred Shares transfer books of the Company
are closed, such person shall be deemed to have become the record holder of
such shares on, and such certificate shall be dated, the next succeeding
business day on which the Preferred Shares transfer books of the Company are
open.  Prior to the  exercise of the Rights evidenced thereby, the holder of a
Right Certificate shall not be entitled to any rights of a holder of Preferred
Shares for which the Rights shall be exercisable, including, without
limitation, the right to vote, to receive dividends or other distributions or
to exercise any preemptive rights, and shall not be entitled to receive any
notice of any proceedings of the Company, except as provided herein.

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

                 (a) (i)  In the event the Company shall at any time after the
date of this Agreement (A) declare a dividend on the Preferred Shares payable
in Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C)
combine the outstanding Preferred Shares into a smaller number of Preferred
Shares or (D) issue any shares of its capital stock in a reclassification of
the Preferred Shares (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing or surviving
corporation),





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except as otherwise provided in this Section 11(a), the Purchase Price in
effect at the time of the record date for such dividend or of the effective
date of such subdivision, combination or reclassification, and the number and
kind of shares of capital stock  issuable on such date, shall be
proportionately adjusted so that the holder of any Right exercised after such
time shall be entitled to receive the aggregate number and kind of shares of
capital stock which, if such Right had been exercised immediately prior to such
date and at a time when the Preferred Shares transfer books of the Company were
open, he would have owned upon such exercise and been entitled to receive by
virtue of such dividend, subdivision, combination or reclassification.  If an
event occurs which would require an adjustment under both Section 11(a)(i) and
Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall
be in addition to, and shall be made prior to, any adjustment required pursuant
to Section 11(a)(ii).

                             (ii) Subject to Section 24 of this Agreement, in
the event any Person becomes an Acquiring Person, each holder of a Right shall
thereafter have a right to receive, upon exercise thereof at a price equal to
the then current Purchase Price multiplied by the number of one one-hundredths
of a Preferred Share for which a Right is then exercisable, in accordance with
the terms of this Agreement and in lieu of Preferred Shares, such number of
Common Shares of the Company as shall equal the result obtained by (x)
multiplying the then current Purchase Price by the number of one one-hundredths
of a Preferred Share for which a Right is then exercisable and dividing that
product by (y) 50% of the then current per





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share market price of the Company's Common Shares (determined pursuant to
Section 11(d) hereof) on the date of the occurrence of such event.  In the
event that any Person shall become an Acquiring Person and the Rights shall
then be outstanding, the Company shall not take any action which would
eliminate or diminish the benefits intended to be afforded by the Rights.

                 From and after the occurrence of such event, any Rights that
are or were acquired or beneficially owned by any Acquiring Person (or any
Associate or Affiliate of such Acquiring Person) shall be void and any holder
of such Rights shall thereafter have no right to exercise such Rights under any
provision of this Agreement.  No Right Certificate shall be issued pursuant to
Section 3 that represents Rights beneficially owned by an Acquiring Person
whose Rights would be void pursuant to the preceding sentence or any Associate
or Affiliate thereof; no Right Certificate shall be issued at any time upon the
transfer of any Rights to an Acquiring Person whose Rights would be void
pursuant to the preceding sentence or any Associate or Affiliate thereof or to
any nominee of such Acquiring Person, Associate or Affiliate; and any Right
Certificate delivered to the Rights Agent for transfer to an Acquiring Person
whose Rights would be void pursuant to the preceding sentence shall be
cancelled.

                             (iii) In the event that there shall not be
sufficient Common Shares issued but not outstanding or authorized but unissued
to permit the exercise in full of the





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Rights in  accordance with the foregoing subparagraph (ii), the Company shall
take all such action as may be necessary to authorize additional Common Shares
for issuance upon exercise of the Rights.

                 (b)      In case the Company shall fix a record date for the
issuance of rights, options or warrants to all holders of Preferred Shares
entitling them (for a period expiring within 45 calendar days after such record
date) to subscribe for or purchase Preferred Shares (or shares having the same
rights, privileges and preferences as the Preferred Shares ("equivalent
preferred shares")) or securities convertible into Preferred Shares or
equivalent preferred shares at a price per Preferred Share or equivalent
preferred share (or having a conversion price per share, if a security
convertible into Preferred Shares or equivalent preferred shares) less than the
current per share market price of the Preferred Shares (as defined in Section
11(d)) on such record date, the Purchase Price to be in effect after such
record date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the number of Preferred Shares outstanding on such record date plus
the number of Preferred Shares which the aggregate offering price of the total
number of Preferred Shares and/or equivalent preferred shares so to be offered
(and/or the aggregate initial  conversion price of the convertible securities
so to be offered) would purchase at such current market price and the
denominator of which shall be the number of Preferred Shares outstanding on
such record date plus the





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<PAGE>   21


number of additional Preferred Shares and/or equivalent preferred shares to be
offered for subscription or purchase (or into which the convertible securities
so to be offered are initially convertible).  In case such subscription price
may be paid in consideration part or all of which shall be in a form other than
cash, the value of such consideration shall be as determined in good faith by
the Board of Directors of the Company, whose determination shall be described
in a statement filed with the Rights Agent.  Preferred Shares owned by or held
for the account of the Company shall not be deemed outstanding for the purpose
of any such computation.  Such adjustment shall be made successively whenever
such a record date is fixed; and in the event that such rights or warrants are
not so issued, the Purchase Price shall be adjusted to be the Purchase Price
which would then be in effect if such record date had not been fixed.

                 (c)      In case the Company shall fix a record date for the
making of a distribution to all holders of the Preferred Shares (including any
such distribution made in connection with a consolidation or merger in which
the Company is the continuing corporation) of evidences of indebtedness or
assets (other than a regular quarterly cash dividend or a dividend payable in
Preferred Shares) or subscription rights or warrants (excluding  those referred
to in Section 11(b)), the Purchase Price to be in effect after such record date
shall be determined by multiplying the Purchase Price in effect immediately
prior to such record date by a fraction, the numerator of which shall be the
current per share market price of the Preferred Shares (as defined in Section
11(d)) on such record date, less





                                      -21-
<PAGE>   22


the fair market value (as determined in good faith by the Board of Directors of
the Company, whose determination shall be described in a statement filed with
the Rights Agent) of the portion of the assets or evidences of indebtedness so
to be distributed or of such subscription rights or warrants applicable to one
Preferred Share and the denominator of which shall be such current per share
market price of the Preferred Shares.  Such adjustments shall be made
successively whenever such a record date is fixed; and in the event that such
distribution is not so made, the Purchase Price shall again be adjusted to be
the Purchase Price which would then be in effect if such record date had not
been fixed.

                 (d) (i)  For the purpose of any computation hereunder, the
"current per share market price" of the Common Shares on any date shall be
deemed to be the average of the daily closing prices per share of such Common
Shares for the 30 consecutive Trading Days (as such term is hereinafter
defined) immediately prior to such date; provided, however, that in the event
that the current per share market price of the Common Shares is determined
during a period following the announcement  by the issuer of such Shares of a
dividend or distribution on such Common Shares payable in such Common Shares or
securities convertible into such Common Shares, and prior to the expiration of
30 Trading Days after the ex-dividend date for such dividend or distribution,
then, and in each such case, the current market price shall be appropriately
adjusted to reflect the current market price per Common Share equivalent.  The
closing price for each day shall be the last sale price, regular way, or,





                                      -22-
<PAGE>   23


in case no such sale takes place on such day, the average of the closing bid
and asked prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed or
admitted to trading on the New York Stock Exchange or, if the Common Shares are
not listed or admitted on the New York Stock Exchange, as reported in the
principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which the Common Shares
are listed or admitted to trading, or, if the Common Shares are not listed or
admitted to trading on any national securities exchange, the last quoted price
or, if not so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by the Nasdaq National Market ("NASDAQ")
or such other system then in use, or, if on any such date the Common Shares are
not quoted by any such organization, the average of the closing bid and asked
prices as furnished by a professional market maker making a market in  the
Common Shares selected by the Board of Directors of the Company.  The term
"Trading Day" shall mean a day on which the principal national securities
exchange on which the Common Shares are listed or admitted to trading is open
to the transaction of business or, if the Common Shares are not listed or
admitted to trading on any national securities exchange, a Monday, Tuesday,
Wednesday, Thursday or Friday on which banking institutions in the State of
Texas are not authorized or obligated by law or executive order to close.  For
purposes of this Section 11(d)(i), the term "Common Shares", when used with
reference to the Company, shall mean shares of Series A Common Stock.





                                      -23-
<PAGE>   24



                             (ii) For the purpose of any computation hereunder,
the "current per share market price" of the Preferred Shares shall be
determined in the same manner as set forth above for Common Shares in clause
(i) of this Section 11(d).  If the current per share market price of the
Preferred Shares cannot be determined in the manner provided above, the
"current per share market price" of the Preferred Shares shall be conclusively
deemed to be the current per share market price of the Common Shares
(approximately adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof), multiplied by one hundred.  If
neither the Common Shares nor the Preferred Shares are publicly held or so
listed or traded, "current per share market price" shall mean the fair value
per share as determined in good faith by the  Board of Directors of the
Company, whose determination shall be described in a statement filed with the
Rights Agent.

                 (e)      No adjustment in the Purchase Price shall be required
unless such adjustment would require an increase or decrease of at least 1% in
the Purchase Price; provided, however, that any adjustments which by reason of
this Section 11(e) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment.  All calculations under this
Section 11 shall be made to the nearest cent or to the nearest ten-thousandth
of a common share or other share or one-millionth of a Preferred Shares as the
case may be.  Notwithstanding the first sentence of this Section 11(e), any
adjustment required by this Section 11 shall be made no later than the earlier
of (i) three years





                                      -24-
<PAGE>   25


from the date of the transaction which requires such adjustment or (ii) the
date of the expiration of the right to exercise any Rights.

                 (f)      If as a result of an adjustment made pursuant to
Section 11(a), the holder of any Right thereafter exercised shall become
entitled to receive any shares of capital stock of the company other than
Preferred Shares, thereafter the number of such other shares so receivable upon
exercise of any Right shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the provisions with
respect to the shares contained in Section 11(a) through (c), inclusive, and
the provisions of Section 7, 9, 10  and 13 with respect to the Preferred Shares
shall apply on like terms to any such other shares.

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

                 (h)      Unless the Company shall have exercised its election
as provided in Section 11(i), upon each adjustment of the Purchase Price as a
result of the calculations made in Section 11(b) and (c), each Right
outstanding immediately prior to the making of such adjustment shall thereafter
evidence the right to purchase, at the adjusted Purchase Price per





                                      -25-
<PAGE>   26


one one-hundredth of a Preferred Share, that number of one one-hundredths of a
Preferred Share (calculated to the nearest one one-millionth of a Preferred
Share) obtained by (i) multiplying (x) the number of one one-hundredths of a
share covered by a Right immediately prior to this adjustment by (y) the
Purchase Price in effect immediately prior to such adjustment of the Purchase
Price and (ii) dividing the product so obtained by the Purchase Price in effect
immediately after such adjustment of the Purchase Price.

                 (i)      The Company may elect on or after the date of any
adjustment of the Purchase Price to adjust the number of  Rights, in
substitution for any adjustment in the number of Preferred Shares purchasable
upon the exercise of a Right.  Each of the rights outstanding after such
adjustment of the number of Rights shall be exercisable for the number of one
one-hundredths of a Preferred Share for which a Right was exercisable
immediately prior to such adjustment.  Each Right held of record prior to
such adjustment of the number of rights shall become that number of Rights
(calculated to the nearest one ten-thousandth) obtained by dividing the
Purchase Price in effect immediately prior to adjustment of the Purchase Price
by the Purchase Price in effect immediately after adjustment of the Purchase
Price.  The Company shall make a public announcement of its election to adjust
the number of Rights, indicating the record date for the adjustment, and, if
known at the time, the amount of the adjustment to be made.  This record date
may be the date on which the Purchase Price is adjusted or any day thereafter,
but, if the Right Certificates have been issued, shall be at





                                      -26-
<PAGE>   27


least 10 days later than the date of the public announcement.  If Right
Certificates have been issued, upon each adjustment of the number of Rights
pursuant to this Section 11(i), the Company shall, as promptly as practicable,
cause to be distributed to holders of record of Right Certificates on such
record date Right Certificates evidencing, subject to Section 14 hereof, the
additional Rights to which such holders shall be entitled as a result of such
adjustment, or, at the option of the Company, shall cause to be distributed to
such holders or record in substitution and replacement for the Right
Certificates held by such holders prior to the date of adjustment, and upon
surrender thereof, if required by the Company, new Right Certificates
evidencing all the Rights to which such holders shall be entitled after such
adjustment.  Right Certificates so to be distributed shall be issued, executed
and countersigned in the manner provided for herein and shall be registered in
the manner provided for herein and shall be registered in the names of the
holders of record of Right Certificates on the record date specified in the
public announcement.

                 (j)      Irrespective of any adjustment or change in the
Purchase Price or the number of Preferred Shares issuable upon the exercise of
the rights, the Right Certificates theretofore and thereafter issued may
continue to express the Purchase Price per one one-hundredth of a share and the
number of shares which were expressed in the initial Right Certificates issued
hereunder.





                                      -27-
<PAGE>   28


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

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

                 (m)      Anything in this Section 11 to the contrary
notwithstanding, the Company shall be entitled to make such reductions in the
Purchase Price, in addition to those adjustments expressly required by this
Section 11, as and to the extent that it in it sole discretion shall determine
to be advisable in order that any consolidation or subdivision of the





                                      -28-
<PAGE>   29


Preferred Shares, issuance wholly for cash if any of Preferred Shares at less
than the current market price, issuance wholly for cash of Preferred Shares or
securities which by their terms are convertible into or exchangeable for
Preferred Shares, dividends on Preferred Shares payable in Preferred Shares or
issuance of  rights, options or warrants referred to hereinabove in subsection
(b) of this Section 11, hereafter made by the Company to holders of its
Preferred Shares shall not be taxable to such shareholders.

                 (n)      In the event that at any time after the February 28,
1996 and prior to the Distribution Date, the Company shall (i) declare or pay
any dividend on the Common Shares payable in Common Shares or (ii) effect a
subdivision combination or consolidation of the Common Shares (by
reclassification or otherwise than by payment of dividends in Common Shares)
into a greater or lesser number of Common Shares, then in any such case (i) the
number of one one-hundredths of a Preferred Share purchasable upon proper
exercise of each Right shall be determined by multiplying the number of shares
so purchasable immediately prior to such event by a fraction, the numerator of
which is the number of Common Shares outstanding immediately before such event
and the denominator of which is the number of Common Shares outstanding
immediately after such event, and (ii) each Common Share outstanding
immediately after such event shall have issued with respect to it that number
of Rights which each Common Share outstanding immediately prior to such event
had issued with respect to it.  The adjustments provided for in this Section
11(n) shall be made





                                      -29-
<PAGE>   30


successively whenever such a dividend is declared or paid or such a
subdivision, combination or consolidation is effected.  If an event occurs
which would require an adjustment under Section 11(a)(ii) and  this Section
11(n), the adjustments provided for in this Section 11(n) shall be in addition
and prior to any adjustment required pursuant to Section 11(a)(ii).

                 Section 12.  Certificate of Adjusted Purchase Price or Number
of Shares.  Whenever an adjustment is made as provided in Sections 11 and 13
hereof, the Company shall (a) promptly prepare a certificate setting forth such
adjustment, and a brief statement of the facts accounting for such adjustment,
(b) promptly file with the Rights Agent and with each transfer agent for the
Common Shares and the Preferred Shares a copy of such certificate and (c) mail
a brief summary thereof to each holder of a Right Certificate in accordance
with Section 26 hereof; provided, however, that no failure to prepare or file
such certificate, or to mail such summary thereof, shall void or impair the
effectiveness of any adjustment referred to herein.

                 Section 13.  Consolidation, Merger or Sale or Transfer of
Assets or Earning Power.  In the event, directly or indirectly, (a) the Company
shall consolidate with, or merge with and into, any other Person (other than
(x) any employee benefit plan of the Company, or any entity holding Common
Shares for or pursuant to the terms of any such plan or (y) a wholly-owned
Subsidiary of the Company, and pursuant to such consolidation or merger all of
the Common Shares of the Company are converted into the right to receive Common





                                      -30-
<PAGE>   31


Shares of such Subsidiary on a share-for-share basis), (b) any Person (other
than any employee benefit plan of the Company, or any entity holding Common
Shares for or pursuant to the terms of any such plan) shall  consolidate with
the Company, or merge with and into the Company and the Company shall be the
continuing or surviving corporation of such merger and, in connection with such
merger, all or part of the Common Shares shall be changed into or exchanged for
stock or other securities of any other Person (or the Company) or cash or any
other property, or (c) the Company shall sell or otherwise transfer (or one or
more of its Subsidiaries shall sell or otherwise transfer), in one or more
transactions, assets or earning power aggregating more than 50% of the assets
or earning power of the Company and its Subsidiaries (taken as a whole) to any
other Person other than the Company or one or more of its wholly-owned
Subsidiaries, then, and in each such case, proper provisions shall be made so
that (i) each holder of a Right (except as otherwise provided therein) shall
thereafter have the right to receive, upon the exercise thereof in accordance
with the terms of this Agreement, such number of Common Shares of such other
Person (including the Company as successor thereto or as the surviving
corporation) as shall be equal to the result obtained by (X) multiplying the
then current Purchase Price by the number of one one-hundredths of a Preferred
Share for which a Right is then exercisable (without taking into account any
adjustment previously made pursuant to Section 11(a)(ii)) and dividing that
product by (Y) 50% of the current per share market price of the Common Shares
of such other Person (determined pursuant to Section 11(d)) on the date of
consummation of such





                                      -31-
<PAGE>   32


consolidation, merger, sale or  transfer; (ii) the issuer of such Common Shares
shall thereafter be liable for, and shall assume, by virtue of such
consolidation, merger, sale or transfer, all the obligations and duties of the
Company pursuant to this Agreement; (iii) the term "Company" shall thereafter
be deemed to refer to such issuer; and (iv) such issuer shall take such steps
(including, but not limited to, the reservation of a sufficient number of
shares of its Common Shares in accordance with Section 9) in connection with
such consummation as may be necessary to assure that the provisions hereof
shall thereafter be applicable, as nearly as reasonably may be practicable, in
relation to the shares of its Common Shares thereafter deliverable upon the
exercise of the Rights.  The Company shall not enter into any transaction of
the kind referred to in this Section 13 if at the time of such transaction
there are any rights, warrants, instruments or securities outstanding or any
agreement or arrangements which, as a result of the consummation of such
transaction, would substantially diminish or otherwise eliminate the benefits
intended to be afforded by the Rights.  The Company shall not consummate any
such consolidation, merger, sale or transfer unless prior thereto the Company
and such issuer shall have executed and delivered to the Rights Agent a
supplemental agreement so providing.  The provisions of this Section 13 shall
similarly apply to successive mergers or consolidation or sales or other
transfers.

                 In the event the Company shall consolidate with, or merge with
and into, a wholly-owned Subsidiary of the Company and pursuant to such
consolidation or merger all





                                      -32-
<PAGE>   33


of the Common Shares of the Company are converted into the right to receive
Common Shares of such Subsidiary on a share-for-share basis, then proper
provision shall be made so that (i) each holder of a Right (except as otherwise
provided herein) shall thereafter have the right to receive, upon the exercise
thereof in accordance with the terms of this Agreement, the same number of one
one-hundredths of a Preferred Share of such Subsidiary (which Preferred Shares
shall be as nearly identical as practicable to the Preferred Shares as defined
herein) as the number of one one-hundredths of a Preferred Share of the Company
for which a Right is then exercisable; (ii) such Subsidiary shall thereafter be
liable for, and shall assume, by virtue of such consolidation or merger, all
the obligations and duties of the Company pursuant to this Agreement; (iii) the
term "Company" shall thereafter be deemed to refer to such Subsidiary; and (iv)
such Subsidiary shall take such steps (including, but not limited to, the
reservation of a sufficient number of its Preferred Shares in accordance with
Section 9) in connection with such consummation as may be necessary to assure
that the provisions hereof shall thereafter be applicable, as nearly as
reasonably may be practicable, in relation to its Preferred Shares  thereafter
deliverable upon exercise of the Rights.  The Company shall not consummate any
such consolidation or merger unless prior thereto the Company and such
Subsidiary shall have executed and delivered to the Rights Agent a supplemental
agreement so providing.





                                      -33-
<PAGE>   34



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





                                      -34-
<PAGE>   35


making a market in the Rights the fair value of the Rights on such date as
determined in good faith by the Board of Directors of the Company shall be
used.

                 (b)      The Company shall not be required to issue fractions
of Preferred Shares (other than fractions which are integral multiples of one
one-hundredth of a Preferred Share) upon exercise of the Rights or to
distribute certificates which evidence fractional Preferred Shares (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share).  Fractions of Preferred Shares in integral multiples of one
one-hundredth of a Preferred Share may, at the election of the company, be
evidenced by depositary receipts, pursuant to an appropriate agreement between
the Company and a depositary selected by it, provided that such agreement shall
provide that the holders of such depositary receipts shall have all the rights,
privileges and preferences to which they are entitled as beneficial owners of
the Preferred shares.  In lieu of fractional Preferred Shares that are not
integral multiples of the  one-hundredth of a Preferred Share, the Company
shall pay to the registered holders of Right Certificates at the time such
Rights are exercised as herein provided an amount in cash equal to the same
fraction of the current market value of the Preferred Share.  For purposes of
this Section 14(b), the current market value of a Preferred Share shall be the
closing price of a Preferred Share (as determined pursuant to the second
sentence of Section 11(d)) for the Trading Day immediately prior to the date of
such exercise.





                                      -35-
<PAGE>   36



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

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





                                      -36-
<PAGE>   37


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

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

                 (b)      after the Distribution Date, the Right Certificates
are transferable only on the registry books of the Rights Agent if surrendered
at the principal office of the Rights Agent duly endorsed or accompanied by a
proper instrument of transfer; and

                 (c)      the Company and the Rights Agent may deem and treat
the person in whose name the Right Certificate (or, prior  to the Distribution
Date, the associated Common Shares certificate) is registered as the absolute
owner thereof and of the Rights evidenced thereby (notwithstanding any
notations of ownership or writing on the Right Certificates or the associated
Common Shares certificate made by anyone other than the Company or the Rights
Agent) for all purposes whatsoever, and neither the Company nor the Rights
Agent shall be affected by any notice to the contrary.

                 Section 17.  Right Certificate Holder Not Deemed a
Shareholder.  No holder, as such, of any Right Certificate shall be entitled to
vote, receive dividends or be deemed for any purpose the holder of the
Preferred Shares or any other securities of the Company which





                                      -37-
<PAGE>   38


may at any time be issuable on the exercise of the Rights represented thereby,
nor shall anything contained herein or in any Right Certificate be construed to
confer upon the holder of any right Certificate, as such, any of the rights of
a shareholder of the Company or any right to vote for the election of directors
or upon any matter submitted to shareholders at any meeting thereof, or to give
or withhold consent to any corporate action, or to receive notice of meetings
or other actions affecting shareholders (except as provided in Section 25), or
to receive dividends or subscription rights, or otherwise, until the Right or
Rights evidenced by such Right Certificate shall have been exercised in
accordance with the provisions hereof.

                 Section 18.  Concerning the Rights Agent.  The Company agrees
to pay to the Rights Agent reasonable compensation for all services rendered by
it hereunder and, from time to time, on demand of the Rights Agent, its
reasonable expenses and counsel fees and other disbursements incurred in the
administration and execution of this Agreement and the exercise and performance
of its duties hereunder.  The Company also agrees to indemnify the Rights Agent
for, and to hold it harmless against any loss, liability, or expense, incurred
without negligence, bad faith or willful misconduct on the part of the Rights
Agent, for anything done or omitted by the Rights Agent in connection with the
acceptance and administration of this Agreement, including the costs and
expenses of defending against any claim of liability in the premises.





                                      -38-
<PAGE>   39



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

                 Section 19.  Merger or Consolidation or Change of Name of
Rights Agent.  Any corporation into which the Rights Agent or any successor
Rights Agent may be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which the Rights
Agent or any successor Rights Agent shall be a party, or any corporation
succeeding to the corporate trust business or stock transfer business of the
Rights Agent or any successor Rights Agent, shall be the successor to the
Rights Agent under this Agreement without the execution or filing of any paper
or any further act on the part of any of the parties hereto, provided that such
corporation would be eligible for appointment as a successor Rights Agent under
the provisions of Section 21.  In case at the time such successor Rights Agent
shall succeed to the agency created by this Agreement, any of the Right
Certificates shall have been countersigned but not delivered, any such
successor Rights Agent may adopt





                                      -39-
<PAGE>   40


the countersignature of the predecessor Rights Agent and deliver such Right
Certificates so countersigned; and in case at that time any of the Right
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Right certificates either in the name of the predecessor
Rights Agent or in the name of the successor Rights Agent; and in all such
cases such Right Certificates shall have the full force provided in the Right
Certificates and in this Agreement.

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

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





                                      -40-
<PAGE>   41



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

                 (b)      Whenever in the performance of its duties under this
Agreement the Rights Agent shall deem it necessary or desirable that any fact
or matter be proved or established by the Company prior to taking or suffering
any action hereunder such fact or matter (unless other evidence in respect
thereof be  herein specifically prescribed) may be deemed to be conclusively
proved and established by a certificate signed by any one of the Chairman of
the Board, the President, any Vice President, the Treasurer or the Secretary of
the Company and delivered to the Rights Agent, and such certificate shall be
full authorization to the Rights Agent for any action taken or suffered in good
faith by it under the provisions of this Agreement in reliance upon such
certificate.

                 (c)      The Rights Agent shall be liable hereunder to the
Company and any other Person only for its own negligence bad faith or willful
misconduct.

                 (d)      The Rights Agent shall not be liable for or by reason
of any of the statements of fact or recitals contained in this Agreement or in
the Right Certificates (except





                                      -41-
<PAGE>   42


its countersignature thereof) or be required to verify the same, but all such
statements and recitals are and shall be deemed to have been made by the
Company only.

                 (e)      The Rights Agent shall not be under any
responsibility in respect of the validity of this Agreement or the execution
and delivery hereof (except the due execution hereof by the Rights Agent) or in
respect of the validity or execution of any Right Certificate (except its
countersignature thereof); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any
Right Certificate; nor shall it be responsible for any change  in the
exercisability of the Rights (including the Rights becoming void pursuant to
Section 11(a)(ii) hereof) or any adjustment in the terms of the Rights
(including the manner, method or amount thereof) provided for in Section 3, 11,
13, 23 or 24, or the ascertaining of the existence of facts that would require
any such change or adjustment (except with respect to the exercise of Rights
evidenced by Right Certificates after actual notice that such change or
adjustment is required); nor shall it by any act hereunder be deemed to make
any representation or warranty as to the authorization or reservation of any
Preferred Shares to be issued pursuant to this Agreement or any Right
Certificate or as to be issued pursuant to this Agreement or any Right
Certificate or as to whether any Preferred Shares will, when issued, be validly
authorized and issued, fully paid and nonassessable.





                                      -42-
<PAGE>   43



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

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

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





                                      -43-
<PAGE>   44


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

                 Section 21.  Change of Rights Agent.  The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under this
Agreement upon 30 days' notice in writing mailed to the Company and to each
transfer agent of the Common Shares and Preferred Shares by registered or
certified mail, and to the holders of the Right Certificates by first-class
mail.  The Company may remove the Rights Agent or any successor Rights Agent
upon 30 days' notice in writing, mailed to the Rights Agent upon 30 days'
notice in writing, mailed to the Rights Agent or successor Rights Agent, as the
case may be, and to each transfer agent of the Common Shares and Preferred
Shares by registered or certified mail, and to the holders of the Right
Certificates by first-class mail.  If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall
appoint a successor to the Rights Agent.  If the Company shall fail to make
such appointment within a period of 30 days after giving notice of such removal
or after it has been notified in writing of such resignation or incapacity by
the resigning or incapacitated





                                      -44-
<PAGE>   45


Rights Agent or by the holder of a Right Certificate (who shall, with such
notice, submit his Right Certificate for inspection by the Company), then the
registered holder of any Right Certificate may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent.  Any successor Rights
Agent, whether appointed by the Company or by such a  court, shall be, or shall
be affiliated with, a corporation organized and doing business under the laws
of the United States or of the State of Texas or of the State of New York or of
the State of Delaware (or of any other state of the United States so long as
such corporation is authorized to do business as a banking institution in the
State of Texas or the State of New York or the State of Delaware), in good
standing, having a principal office in the State of Texas or in the State of
New York or in the State of Delaware, which is authorized under such laws to
exercise corporate trust or stock transfer powers and is subject to supervision
or examination by federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of at least $50
million.  After appointment, the successor Rights Agent shall be vested with
the same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver
any further assurance, conveyance, act or deed necessary for the purpose.  Not
later than the effective date of any such appointment the Company shall file
notice thereof in writing with the predecessor Rights Agent and each transfer
agent of the Common Shares and Preferred Shares, and mail a notice thereof in
writing to the registered holders of the





                                      -45-
<PAGE>   46


Right Certificates.  Failure to give any notice provided for in this Section
21, however, or any defect therein, shall not  affect the legality or validity
of the resignation or removal of the Rights Agent or the appointment of the
successor Rights Agent, as the case may be.

                 Section 22.  Issuance of New Right Certificates.
Notwithstanding any of the provisions of this Agreement or of the Rights to the
contrary, the Company may, at its option, issue new Right Certificates
evidencing Rights in such form as may be approved by its Board of Directors to
reflect any adjustment or change in the Purchase Price per share and the number
of kind or class of shares or other securities or property purchasable under
the Right Certificates made in accordance with the provisions of this
Agreement.

                 Section 23.  Redemption.  (a)  The Board of Directors of the
Company may, at its option, at any time prior to such time as any Person
becomes an Acquiring Person redeem all but not less than all the then
outstanding Rights at a Redemption price of $.01 per right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the February 28, 1996 (such redemption price being hereinafter
referred to as the "Redemption Price").

                          (b)     Immediately upon the action of the Board of
Directors of the Company ordering the redemption of the Rights, and without any
further action and without any notice, the right to exercise the Rights will
terminate and the only right thereafter of the





                                      -46-
<PAGE>   47


holders of Rights shall be to receive the  Redemption Price.  Within 10 days
after the action of the Board of Directors ordering the redemption of the
Rights, the Company shall give notice of such redemption to the holders of the
then outstanding Rights by mailing such notice to all such holders at their
last addresses as they appear upon the registry books of the Rights Agent or,
prior to the Distribution Date, on the registry books of the Transfer Agent for
the Common Shares.  Any notice which is mailed in the manner herein provided
shall be deemed given, whether or not the holder receives the notice.  Each
such notice of redemption will state the method by which the payment of the
Redemption Price will be made.  Neither the Company nor any of its Affiliates
or Associates may redeem, acquire or purchase for value any Rights at any time
in any manner other than that specifically set forth in this Section 23 or in
Section 24 hereof, and other than in connection with the purchase of Common
Shares prior to the Distribution Date.

                 Section 24.  Exchange.  (a)  The Board of Directors of the
Company may, at its option, at any time after any Person becomes an Acquiring
Person, exchange all or part of the then outstanding and exercisable Rights
(which shall not include Rights that have become void pursuant to the
provisions of Section 11(a)(ii) hereof) for shares of Series A Common Stock or
Series B Common Stock at an exchange ratio of one share of Series A Common
Stock or Series B Common Stock, as determined by the Board of Directors, per
Right, appropriately adjusted to reflect any stock split, stock dividend or
similar transaction





                                      -47-
<PAGE>   48


occurring after the date hereof (such exchange ratio being hereinafter referred
to as the "Exchange Ratio").  Notwithstanding the foregoing, the Board of
Directors shall not be empowered to effect such exchange at any time after any
Person (other than the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or any such Subsidiary, or any entity holding
Common Shares for or pursuant to the terms of any such plan), together with all
Affiliates and Associates of such Person, becomes the Beneficial Owner of 50%
or more of the voting power of the Common Shares then outstanding.

                 Section 25.  Notice of Certain Events.  In case the Company
shall propose (a) to pay any dividend payable in stock of any class to the
holders of its Preferred Shares or to make any other distribution to the holder
of its Preferred Shares (other than a regular quarterly cash dividend) or (b)
to offer to the holder of its Preferred Shares rights or warrants to subscribe
for or to purchase any additional Preferred Shares or shares of stock of any
class or any other securities, rights or options, or (c) to effect any
reclassification of its Preferred Shares (other than a reclassification
involving only the subdivision of outstanding Preferred Shares), or (d) to
effect any consolidation or merger into or with, or to effect any sale or other
transfer (or to permit one or more of its subsidiaries to effect any sale or
other transfer), in one or more transactions, of more than 50% of the assets or
earning power of the Company and its subsidiaries (taken as a whole) to, any
other  Person, or (e) to effect the liquidation, dissolution or winding up of
the Company, then, in each such case, the Company





                                      -48-
<PAGE>   49


shall give to each holder of a Right Certificate, in accordance with Section 26
hereof, a notice of such proposed action, which shall specify the record date
for the purposes of such stock dividend, or distribution of rights or warrants,
or the date on which such reclassification, consolidation, merger, sale,
transfer, liquidation, dissolution, or winding up is to take place and the date
of participation therein by the holders of the Common Shares and/or Preferred
Shares, if any such date is to be fixed, and such notice shall be so given in
the case of any action covered by clause (a) or (b) above at least 20 days
prior to the record date for determining holders of the Preferred Shares for
purposes of such action, and in the case of any such other action, at least 20
days prior to the date of the taking of such proposed action or the date of
participation therein by the holders of the Common Shares and/or Preferred
shares, whichever shall be the earlier.

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

                 Section 26.  Notices.  Notices or demands authorized by this
Agreement to be given or made by the Rights Agent or by the holder of any Right
Certificate to or on the





                                      -49-
<PAGE>   50


company shall be sufficiently given or made if sent by first-class mail,
postage prepaid, addressed (until another address is filed in writing with the
Rights Agent) as follows:

                          A.H. Belo Corporation
                          Communications Center
                          Dallas, Texas

                          Attention:  Secretary


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

                          Chemical Mellon Shareholder Services, L.L.C.
                          85 Challenger Road, Overpeck Centre, 4th Floor
                          Ridgefield, New Jersey 07660

                          Attention: Vice President/Administration


Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any right Certificate shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed to such holder at the address of such holder as shown on the registry
books of the Company.

                 Section 27.  Supplements and Amendments.  The Company and the
Rights Agent may from time to time supplement or amend this Agreement without
the approval of any holders of Right Certificates in order to cure any
ambiguity, to correct or supplement any





                                      -50-
<PAGE>   51


provision contained herein which may be defective or inconsistent with any
other provisions herein, or to make any other provisions in regard to matters
or questions arising hereunder, which the Company and the Rights Agent may deem
necessary or desirable, including but not limited to extending the Final
Expiration Date and, provided that at the time of such amendment there is no
Acquiring Person, the period of time during which the Rights may be redeemed,
and which shall not adversely affect the interests of the holders of Right
Certificates.  Without limiting the foregoing, the Company may at any time
prior to such time as any Person becomes an Acquiring Person amend this
Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) to not
less than the greater of (i) the sum of .001% and the largest percentage of the
outstanding Common Shares then known by the Company to be beneficially owned by
any Person (other than the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or any Subsidiary of the Company, or any entity
holding Common Shares for or pursuant to the terms of any such plan) and (ii)
10%.


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

                 Section 29.  Benefits of this Agreement.  Nothing in this
Agreement shall be construed to give to any person or corporation other than
the Company, the Rights Agent and the registered holders of the Right
Certificates (and, prior to the Distribution Date, the





                                      -51-
<PAGE>   52


Common Shares) any legal or equitable right, remedy or claim under this
Agreement; but this Agreement shall be for the sole and exclusive benefit of
the Company, the Rights Agent and the registered holders of the Right
Certificates (and, prior to the Distribution Date, the Common Shares).

                 Section 30.  Severability.  If any term, provision, covenant
or restriction of this Agreement is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.

                 Section 31.  Governing Law.  This Agreement and each Right
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State, except that the rights,
duties and obligations of Chemical Mellon Shareholder Services, L.L.C. under
this Agreement shall be governed by the laws of the State of New York without
reference to the choice of law doctrine of such state.

                 Section 32.  Counterparts.  This Agreement may be executed in
any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.





                                      -52-
<PAGE>   53



                 Section 33.  Descriptive Headings.  Descriptive headings of
the several sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.





                                      -53-
<PAGE>   54



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

                                               A.H. BELO CORPORATION
Attest:

By                                             By
    ------------------------------                ------------------------------
    Title:                                        [Name and Title]



                                               CHEMICAL MELLON SHAREHOLDER
                                                 SERVICES, L.L.C.
Attest:

By                                             By
    ------------------------------                ------------------------------
    Title:                                        [Name and Title]




                                      -54-