Exhibit 4(c)


-----------------------------------------------------------------


                   PHILLIPS PETROLEUM COMPANY



                              and



              MANUFACTURERS HANOVER TRUST COMPANY



                          Rights Agent



                         Rights Agreement

                    Dated as of July 10, 1989


-----------------------------------------------------------------


<PAGE>



                        TABLE OF CONTENTS



                                                             Page
                                                             ----
Section 1.  Certain Definitions .............................   2

Section 2.  Appointment of Rights Agent .....................  10

Section 3.  Issue of Right Certificates .....................  10

Section 4.  Form of Right Certificates ......................  14

Section 5.  Countersignature and Registration ...............  14

Section 6.  Transfer, Split Up, Combination and
              Exchange of Right Certificates;
              Mutilated, Destroyed, Lost or
              Stolen Right Certificates .....................  16

Section 7.  Exercise of Rights; Purchase Price;
              Expiration Date of Rights .....................  17

Section 8.  Cancellation and Destruction of
              Right Certificates ............................  20

Section 9.  Availability of Preferred Shares ................  21

Section 10. Preferred Shares Record Date ....................  22

Section 11. Adjustment of Purchase Price, Number of
              Shares or Number of Rights ....................  23

Section 12. Certificate of Adjusted Purchase Price
              or Number of Shares ...........................  38

Section 13. Consolidation, Merger or Sale or Transfer
              of Assets or Earning Power ....................  39

Section 14. Fractional Rights and Fractional Shares .........  41

Section 15. Rights of Action ................................  44

Section 16. Agreement of Right Holders ......................  45

Section 17. Right Certificate Holder Not Deemed a
              Stockholder ...................................  46


                                -i-

<PAGE>



                                                             Page
                                                             ----

Section 18. Concerning the Rights Agent .....................  47

Section 19. Merger or Consolidation or Change of
              Name of Rights Agent ..........................  48

Section 20. Duties of Rights Agent ..........................  49

Section 21. Change of Rights Agent ..........................  53

Section 22. Issuance of New Right Certificates ..............  55

Section 23. Redemption ......................................  55

Section 24. Exchange ........................................  61

Section 25. Notice of Certain Events ........................  64

Section 26. Notices .........................................  66

Section 27. Supplements and Amendments ......................  67

Section 28. Successors ......................................  68

Section 29. Benefits of this Agreement ......................  68

Section 30. Severability ....................................  68

Section 31. Governing Law ...................................  69

Section 32. Counterparts ....................................  69

Section 33. Descriptive Headings ............................  69

Signatures ..................................................  70



Exhibit A - Form of Certificate of Designations of
              PHILLIPS PETROLEUM COMPANY

Exhibit B - Form of Right Certificate

Exhibit C - Summary of Rights to Purchase Preferred
              Shares


                               -ii-

<PAGE>



                         RIGHTS AGREEMENT
                         ----------------


              Agreement, dated as of July 10, 1989, between PHILLIPS
PETROLEUM COMPANY, a Delaware corporation (the "Company"), and
MANUFACTURERS HANOVER TRUST COMPANY (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 July 31, 1989 (the "Record Date"), each
Right representing the right to purchase one one-hundredth of a
Preferred Share (as hereinafter defined), upon the terms and
subject to the conditions herein set forth, and has further
authorized and directed the issuance of one Right with respect to
each Common Share that shall become outstanding between the
Record Date and the earliest of the Distribution Date, the
Redemption Date and the Final Expiration Date (as such terms are
hereinafter defined).

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


<PAGE>



              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 20% or more of the
         Common Shares of the Company then outstanding, but shall not
         include the Company, any Subsidiary (as such term is
         hereinafter defined) 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.  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 20% or more of the Common Shares of the Company
         then outstanding; provided, however, that if a Person shall
                           --------  -------
         become the Beneficial Owner of 20% or more of the Common
         Shares of the Company then outstanding by reason of share
         purchases by the Company and shall, after such share
         purchases by the Company, become the Beneficial


                                -2-

<PAGE>



         Owner of any additional Common Shares of the Company, then
         such Person shall be deemed to be an "Acquiring Person".

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

              (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 (other than customary
              agreements with and between underwriters and selling
              group members with respect to a bona fide public
              offering of securities), or upon the exercise of
              conversion rights, exchange


                               -3-

<PAGE>



              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 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 promulgated under 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 under-


                               -4-

<PAGE>



              standing (other than customary agreements with and
              between underwriters and selling group members with
              respect to a bona fide public offering of securities)
              for the purpose of acquiring, holding, voting (except
              to the extent contemplated by the proviso to Section
              l(c)(ii)(B)) or disposing of any securities of the
              Company.

                             Notwithstanding anything in this
              definition of Beneficial Ownership to the contrary, the
              phrase "then outstanding," when used with reference to
              a Person's Beneficial Ownership of securities of the
              Company, shall mean the number of such securities then
              issued and outstanding together with the number of such
              securities not then actually issued and outstanding
              which such Person would be deemed to own beneficially
              hereunder.

              (d)  "Business Day" shall mean any day other than a
         Saturday, a Sunday, or a day on which banking institutions
         in New York 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., New York time, on such date; provided, however,
                                                 --------  -------
         that if such date is not a Business Day it shall mean 5:00
         P.M., New York City time, on the next succeeding Business
         Day.


                               -5-

<PAGE>



              (f)  "Common Shares" when used with reference to the
         Company shall mean the shares of common stock, par value $1.25
         per share, of the Company.  "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 control
         such first-mentioned Person.

              (g) "Distribution Date" shall have the meaning set forth in
         Section 3 hereof.

              (h) "Final Expiration Date" shall have the meaning
         set forth in Section 7 hereof.

              (i)  An "Offer" shall mean a written proposal delivered
         to the Company by any Person who both beneficially owns 1%
         or less of the outstanding Common Shares as of the date such
         proposal is delivered and who has not within one year prior
         to the delivery of such written proposal beneficially owned
         in excess of 1% of the then outstanding Common Shares of the
         Company and (at a time when such Person beneficially owned
         such greater than 1% stake) disclosed, or caused the
         disclosure of, any intention which relates to or would
         result in the acquisition, or influence of control, of the
         Company (an "Offeror"), and which proposal:


                               -6-

<PAGE>



                    (i)  provides for the acquisition of all of the
              outstanding shares of each class or series of Voting
              Stock (as hereinafter defined) held by any Person other
              than the Offeror and its Affiliates for cash, with all
              shares of any particular class or series of Voting
              Stock to be acquired at the same price;

                    (ii)     is accompanied by a written opinion of a
              nationally recognized investment banking firm, which
              opinion is addressed to the holders of shares of Voting
              Stock other than the Offeror and its Affiliates and
              states that the price to be paid to the holders (other
              than the Offeror and its affiliates) of each individual
              class or series of Voting Stock pursuant to the offer
              is fair to such holders;

                   (iii)  states that the Offeror has obtained
              written financing commitments from recognized financing
              sources, and/or has on hand cash or cash equivalents,
              for the full amount of all financing necessary to
              consummate the Offer; and

                    (iv)  requests the Company to call a special
              meeting of the holders of Voting Stock for the purpose
              of voting on a resolution requesting the Board of
              Directors to accept such Offer and contains a


                               -7-

<PAGE>



              written agreement of the Offeror to pay (or share with
              any other Offeror) at least one-half of the Company's
              costs of such special meeting (exclusive of the
              Company's costs of preparing and mailing proxy material
              for its own solicitation).

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

              (k)  "Preferred Shares" shall mean shares of Series B
         Junior Participating Preferred Stock, par value $1.00 per
         share, of the Company having the rights and preferences set
         forth in the Form of Certificate of Designations attached to
         this Agreement as Exhibit A.

              (l)  "Redemption Date" shall have the meaning set
         forth in Section 7 hereof.

              (m)  "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.

              (n)  "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.


                               -8-

<PAGE>



              (o)  "Voting Stock" shall mean (i) the Common Shares of
         the Company and (ii) any other shares of capital stock of
         the Company entitled to vote generally in the election of
         directors or entitled to vote together with the Common
         Shares in respect of any merger, consolidation, sale of all
         or substantially all of the Company's assets, liquidation,
         dissolution or winding up.  Whenever any provision of this
         Agreement requires a determination of whether a number of
         shares of Voting Stock comprising a specified percentage of
         such Voting Stock has been voted, tendered, acquired, sold
         or otherwise disposed of, or a determination of whether a
         Person has offered or proposed to acquire a number of shares
         of Voting Stock comprising such specified percentage, the
         number of shares of Voting Stock comprising such specified
         percentage of Voting Stock shall in every such case be
         deemed to be the number of shares of Voting Stock comprising
         the specified percentage of the Company's entire voting
         power then entitled to vote generally in the election of
         directors or then entitled to vote together with the Common
         Shares in respect of any merger, consolidation, sale of all
         or substantially all of the Company's assets, liquidation,
         dissolution or winding up.


                                -9-

<PAGE>



              Section 2.  Appointment of Rights Agent.  The Company
                          ---------------------------
hereby appoints the Rights Agent to act as agent hereunder in
accordance with the terms and conditions hereof, and the Rights
Agent hereby accepts such appointment.  The Company may from time
to time appoint such co-Rights Agents as it may deem necessary or
desirable.


              Section 3.  Issue of Right Certificates.  (a) Until the
                          ---------------------------
earlier of (i) the tenth day after the Shares Acquisition Date or
(ii) the tenth business day (or such later date as may be
determined by action of the Board of Directors prior to such time
as any Person becomes an Acquiring Person) after the date of the
commencement by any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the
Company or of any Subsidiary of the Company or any entity holding
Common Shares for or pursuant to the terms of any such plan) of,
or of the first public announcement of the intention of any
Person (other than the Company, any Subsidiary of the Company,
any employee benefit plan of the Company or of any Subsidiary of
the Company or any entity holding Common Shares for or pursuant
to the terms of any such plan) to commence, a tender or exchange
offer the consummation of


                               -10-

<PAGE>



which would result in any Person becoming the Beneficial Owner of
Common Shares aggregating 20% or more of the then 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 Section 3(b) hereof) 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 Company will prepare
and execute, the Rights Agent will countersign, and the Company
will send or cause to be sent (and the Rights Agent will, if
requested, 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"), evidencing one Right for each Common Share so
held.  As of the Distribution Date, the Rights will be evidenced
solely by such Right Certificates.


                               -11-

<PAGE>



              (b)  On the Record Date, 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 of
Exhibit C hereto (the "Summary of Rights"), by first-class,
postage-prepaid mail, to each record holder of Common Shares as
of the close of business on the Record Date, at the address of
such holder shown on the records of the Company.  With respect to
certificates for Common Shares outstanding as of the Record Date,
until the Distribution Date, the Rights will be evidenced by such
certificates registered in the names of the holders thereof
together with a copy of the Summary of Rights attached thereto.
Until the Distribution Date (or the earlier of the Redemption
Date or the Final Expiration Date), the surrender for transfer of
any certificate for Common Shares outstanding on the Record Date,
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 which become
outstanding (including, without limitation, reacquired Common
Shares referred to in the last sentence of this paragraph (c))
after the Record Date but prior to the earliest of the
Distribution Date, the Redemption Date or the Final Expiration
Date shall have impressed on, printed on, written on or otherwise
affixed to them the following legend:


                              -12-

<PAGE>



              This certificate also evidences and entitles the holder
              hereof to certain rights as set forth in a Rights
              Agreement between PHILLIPS PETROLEUM COMPANY and
              MANUFACTURERS HANOVER TRUST COMPANY, dated as of
              July 10, 1989 (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 PHILLIPS PETROLEUM COMPANY.  Under certain
              circumstances, as set forth in the Rights Agreement,
              such Rights will be evidenced by separate certificates
              and will no longer be evidenced by this certificate.
              PHILLIPS PETROLEUM COMPANY will mail to the holder of
              this certificate a copy of the Rights Agreement without
              charge after receipt of a written request therefor.  As
              described in the Rights Agreement, Rights issued to any
              Person who becomes an Acquiring Person (as defined in
              the Rights Agreement) shall become null and void.

With respect to such certificates containing the foregoing
legend, 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.  In the event that the Company purchases or
acquires any Common Shares after the Record Date but prior to the
Distribution Date, any Rights associated with such Common Shares
shall be deemed cancelled and retired so that the Company shall
not be entitled to exercise any Rights associated with the Common
Shares which are no longer outstanding.


                              -13-

<PAGE>



              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
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 shall entitle the holders thereof to purchase
such number of one one-hundredths of a Preferred Share as shall
be set forth therein at the price per one one-hundredth of a
Preferred Share set forth therein (the "Purchase Price"), but the
number of such one one-hundredths of a Preferred Share 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 Chief Executive Officer, its
President, any of its Vice Presidents, or its Treasurer either
manually or by facsimile signature, shall


                              -14-

<PAGE>



have affixed thereto the Company's seal or a facsimile thereof,
and shall be attested by the Secretary or an Assistant Secretary
of the Company, either manually or by facsimile signature.  The
Right Certificates shall be manually countersigned by the Rights
Agent and 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 countersignature 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 of the Company to
sign such Right Certificate, although at the date of the
execution of this Rights 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 office, 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 Certifi-


                               -15-

<PAGE>


cates, 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,
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 one
one-hundredths of a Preferred Share 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 or Right Certificates
shall make such request in writing delivered to the Rights Agent,
and shall 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


                               -16-

<PAGE>



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 holder 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 pur-


                               -17-

<PAGE>


chase on the reverse side thereof duly executed, to the Rights
Agent at the principal office of the Rights 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 earliest of (i) the close of business on July 31, 1999
(the "Final Expiration Date"), (ii) the time at 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 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
initially be $75.00, 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.

              (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 hereof by certified
check, cashier's check or money order payable to the order of the
Company, the Rights Agent shall


                               -18-

<PAGE>



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 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 hereof, (iii) after receipt of such
certificates or depositary receipts, cause the same to be
delivered to or upon the order of the registered holder of such
Right Certificate, registered in such name or names as may be
designated by such holder and (iv) when appropriate, after
receipt, 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


                               -19-

<PAGE>



Right Certificate or to his duly authorized assigns, subject to
the provisions of Section 14 hereof.

              (e)  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 in
accordance with this Section 7.

              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 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
Rights 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


                               -20-

<PAGE>



case shall deliver a certificate of destruction thereof to
the Company.

              Section 9.  Availability of Preferred Shares.  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 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 or
depositary receipts 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 to
deliver any certificates or depositary receipts for Preferred
Shares upon the exercise of any Rights until any such tax shall
have


                               -21-

<PAGE>



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 reasonable 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 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.


                               -22-

<PAGE>



              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), 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


                               -23-

<PAGE>



upon such exercise and been entitled to receive by virtue of such
dividend, subdivision, combination or reclassification; provided,
                                                        --------
however, that in no event shall the consideration to be paid upon
-------
the exercise of one Right be less than the aggregate par value of
the shares of capital stock of the Company issuable upon exercise
of one Right.

              (ii)  Subject to Section 24 of this Agreement, in the
event (A) any Person shall become an Acquiring Person (other than
through an acquisition described in subparagraph (iii) of this
paragraph (a)) or (B) during such time as there is an Acquiring
Person, there shall be any reclassification of securities
(including any reverse stock split), or recapitalization or
reorganization of the Company or other transaction or series of
transactions involving the Company which has the effect, directly
or indirectly, of increasing by more than 1% the proportionate
share of the outstanding shares of any class of equity securities
of the Company or any of its Subsidiaries beneficially owned by
any Acquiring Person or any Affiliate or Associate thereof, 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 Com-


                               -24-

<PAGE>



pany 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 share
market price of the Company's Common Shares (determined pursuant
to Section 11(d) hereof) on the date of the occurrence of the
earlier of the events described in clauses (A) and (B) above.  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 the earlier of the
events described in clauses (A) and (B) above, 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


                               -25-

<PAGE>



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)  The right to buy Common Shares of the Company
pursuant to Clause (A) of subparagraph (ii) of this paragraph (a)
shall not arise as a result of any Person becoming an Acquiring
Person through a purchase of Common Shares pursuant to a tender
offer made in the manner prescribed by Section 14(d) of the
Exchange Act and the rules and regulations promulgated
thereunder; provided, however, that (A) such tender offer shall
            --------  --------
provide for the acquisition of all of the outstanding Common
Shares held by any Person other than such Person and its
Affiliates for cash and (B) such purchase shall cause such
Person, together with all Affiliates and Associates of such
Person, to be the Beneficial Owner of 85% or more of the Common
Shares then outstanding.

              (iv)  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 Rights in
accordance with the foregoing subparagraph


                               -26-

<PAGE>



(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 then 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


                               -27-

<PAGE>



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 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); provided, however, that in no event shall the
              --------  -------
consideration to be paid upon the exercise of one Right be less
than the aggregate par value of the shares of capital stock of
the Company issuable upon exercise of one Right.  In case such
subscription price may be paid in a 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, options 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 Pre-


                               -28-

<PAGE>



ferred Shares (including any such distribution made in connection
with a consolidation or merger in which the Company is the
continuing or surviving 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) hereof),
the Purchase Price to be in effect after such record date shall
be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the
numerator of which shall be the then current per share market
price of the Preferred Shares on such record date, less the fair
market value (as determined in good faith by the Board of
Directors of the Company, whose determination shall be described
in a statement filed with the Rights Agent) 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; provided, however,
                                            --------  -------
that in no event shall the consideration to be paid upon the
exercise of one Right be less than the aggregate par value of the
shares of capital stock of the Company to be issued upon exercise
of one Right.  Such adjustments shall be made successively
whenever such a record date is fixed; and in the event that such
distribu-


                               -29-

<PAGE>



tion 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 any security (a
"Security" for the purpose of this Section 11(d)(i)) on any date
shall be deemed to be the average of the daily closing prices per
share of such Security 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 Security is determined during a period
following the announcement by the issuer of such Security of (A)
a dividend or distribution on such Security payable in shares of
such Security or securities convertible into such shares, or (B)
any subdivision, combination or reclassification of such Security
and prior to the expiration of 30 Trading Days after the
ex-dividend date for such dividend or distribution, or the record
date for such subdivision, combination or reclassification, then,
and in each such case, the current per share market price shall
be appropriately adjusted to reflect the current market price per
share equivalent of such Security.  The closing price for each
day shall be the last sale price, regular way, or, in case no
such sale takes place on such day, the average of the closing bid
and asked


                               -30-

<PAGE>



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 Security is 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 Security is listed or admitted to trading or, if the
Security is not listed or admitted to trading on any national
securities exchange, the last quoted price or, if not so quoted,
the average of the high bid and low asked prices in the over-the-counter
market, as reported by the National Association of Securities Dealers,
Inc.  Automated Quotations System ("NASDAQ")
or such other system then in use, or, if on any such date the
Security is 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 Security 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 Security is listed or admitted to trading is open for
the transaction of business or, if the Security is not listed or
admitted to trading on any national securities exchange, a
Business Day.


                               -31-

<PAGE>



                  (ii)  For the purpose of any computation hereunder,
the "current per share market price" of the Preferred Shares
shall be determined in accordance with the method set forth in
Section 11(d)(i).  If the Preferred Shares are not publicly
traded, 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 as determined pursuant to
Section 11(d)(i) (appropriately 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 one one-millionth of a Preferred Share or one ten-thousandth of
any other share or


                               -32-

<PAGE>



security 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 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) hereof, 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 Preferred Shares contained in
Section 11(a) through (c), inclusive, and the provisions of
Sections 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 one one-hundredths of a Preferred Share
purchasable from time to time hereunder upon exercise of the
Rights, all subject to further adjustment as provided herein.


                               -33-

<PAGE>



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


                               -34-

<PAGE>



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 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 of 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


                               -35-

<PAGE>



so to be distributed shall be issued, executed and countersigned
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 one one-hundredths of a Preferred
Share issuable upon the exercise of the Rights, the Right
Certificates theretofore and thereafter issued may continue to
express the Purchase Price and the number of one one-hundredths
of a Preferred Share which were expressed in the initial Right
Certificates issued hereunder.

              (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.

              (1)  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


                               -36-

<PAGE>



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 its sole discretion shall determine to be
advisable in order that any consolidation or subdivision of the
Preferred Shares, issuance wholly for cash of any 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 Section
11(b), hereafter made by the Company to holders of its Preferred
Shares shall not be taxable to such stockholders.


                               -37-

<PAGE>



              (n)  In the event that at any time after the date of
this Agreement 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 after such event upon proper exercise
of each Right shall be determined by multiplying the number of
one one-hundredths of a Preferred Share 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 successively whenever such a dividend
is declared or paid or such a subdivision, combination or
consolidation is effected.

              Section 12.  Certificate of Adjusted Purchase Price
                           --------------------------------------
or Number of Shares.  Whenever an adjustment is made as pro-
-------------------


                               -38-

<PAGE>



vided in Section 11 or 13 hereof, the Company shall promptly
(a) prepare a certificate setting forth such adjustment, and a
brief statement of the facts accounting for such adjustment,
(b) file with the Rights Agent and with each transfer agent for
the Common Shares or 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 25 hereof.

              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, (b) any Person 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 50% or more 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
pro-


                               -39-

<PAGE>



vision 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 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 such
other Person (including the Company as successor thereto or as
the surviving corporation) as shall equal the result obtained by
(A) 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 (B) 50% of the then
current per share market price of the Common Shares of such other
Person (determined pursuant to Section 11(d) hereof) on the date
of consummation of such 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 its Common Shares in
accordance with Section 9 hereof) in connection with such
consummation as may be nec-


                               -40-

<PAGE>



essary to assure that the provisions hereof shall thereafter be
applicable, as nearly as reasonably may be, in relation to the
Common Shares thereafter deliverable upon the exercise of 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 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
agreements or arrangements which, as a result of the consummation
of such transaction, would eliminate or substantially diminish
the benefits intended to be afforded by the Rights.  The
provisions of this Section 13 shall similarly apply to successive
mergers or consolidations or sales or other transfers.

              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


                               -41-

<PAGE>



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 no such sale takes place on such
day, the average of the closing bid and asked prices, regular
way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or
admitted to trading on the New York Stock Exchange or, if the
Rights are not listed or admitted to trading on the New York
Stock Exchange, as reported 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 making a market in the
Rights, the fair value of the Rights


                               -42-

<PAGE>



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 represented by such
depositary receipts.  In lieu of fractional Preferred Shares that
are not integral multiples of one 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 one Preferred Share.  For the purposes of
this Section 14(b), the current market value of a Preferred Share
shall be the closing price of a Preferred


                               -43-

<PAGE>



Share (as determined pursuant to the second sentence of Section
11(d)(i) hereof) for the Trading Day immediately prior to the
date of such exercise.

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

              Section 15.  Rights of Action.  All rights of action in
                           ----------------
respect of this Agreement, excepting the rights of action given
to the Rights 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 Rights 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 spe-


                               -44-

<PAGE>



cifically 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.

              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


                               -45-

<PAGE>



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
                           -------------------------------------
Stockholder.  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 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 stockholder of the Company or any
right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting stockholders (except as
provided in Section 25 hereof), or to receive dividends or
subscription rights, or otherwise, until the Right or Rights
evidenced by such Right Certificate shall have been exercised in
accordance with the provisions hereof.


                               -46-

<PAGE>



              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.

              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,


                               -47-

<PAGE>



verified or acknowledged, by the proper person or persons, or
otherwise upon the advice of counsel as set forth in Section 20
hereof.

              Section 19.  Merger of 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
stock transfer or corporate trust 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 hereof.  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 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


                               -48-

<PAGE>



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:

              (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


                               -49-

<PAGE>



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 Chief Executive Officer, 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 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.


                               -50-

<PAGE>



              (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 whether any Preferred Shares will, when
issued, be validly authorized and issued, fully paid and
nonassessable.

              (f) The Company agrees that it will perform, execute,
acknowledge and deliver or cause to be performed, exe-


                              -51-

<PAGE>



cuted, 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
Chief Executive Officer, 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 by it in good faith in accordance with instructions of
any such officer or for any delay in acting while waiting for
those instructions.

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


                              -52-

<PAGE>



              (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 or 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
or successor Rights Agent, as the case may be, and to each
transfer agent of the Common Shares or 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


                              -53-

<PAGE>



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 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 a corporation organized and doing
business under the laws of the United States or of the State of
New York (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 New York), in good standing, having
an office in the State of New York, 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


                              -54-

<PAGE>



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 or Preferred Shares,
and mail a notice thereof in writing to the registered holders of
the 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 and the number or 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 Rights may be
                           ----------
redeemed by action of the Board of Directors pursuant to
paragraph (b) of this Section 23 or by stockholder action


                              -55-

<PAGE>



pursuant to paragraph (c) of this Section 23 and shall not be
redeemed in any other manner.

              (b)  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 $.0l per Right,
appropriately adjusted to reflect any stock split, stock dividend
or similar transaction occurring after the date hereof (such
redemption price being hereinafter referred to as the "Redemption
Price").  The redemption of the Rights by the Board of Directors
may be made effective at such time on such basis and with such
conditions as the Board of Directors in its sole discretion may
establish.

              (c)  (i)  In the event the Company receives an Offer
from any Offeror, the Board of Directors of the Company shall
call a special meeting of stockholders (the "Special Meeting")
for the purpose of voting on a precatory resolution requesting
the Board of Directors to accept such Offer, as such Offer may be
amended or revised by the Offeror from time to time to increase
the price per share in cash to be paid to holders of shares of
Voting Stock (the "Resolution").  The Special Meeting shall be
held on a date selected by the Board of Directors, which date
shall be not less than 90 and not more than 120 days after the
later of


                              -56-

<PAGE>



(A) the date such Offer is received by the Company (the "Offer
Date") and (B) the date of any meeting of stockholders already
scheduled as of the Offer Date; provided, however, that if (x)
                                --------  -------
such other meeting shall have been called for the purpose of
voting on a precatory resolution with respect to another Offer
and (y) the Offer Date shall be not later than fifteen days after
the date such other Offer was received by the Company, then both
the Resolution and such other resolution shall be voted on at
such meeting and such meeting shall be deemed to be the Special
Meeting.  The Board of Directors shall set a date for determining
the stockholders of record entitled to notice of and to vote at
the Special Meeting in accordance with the Company's Certificate
of Incorporation and Bylaws and with applicable law.  At the
Offeror's request, the Company shall include in any proxy
soliciting material prepared by it in connection with the Special
Meeting proxy soliciting material submitted by the Offeror;
provided, however, that the Offeror shall by written agreement
--------  -------
with the Company contained in or delivered with such request have
indemnified the Company against any and all liabilities resulting
from any misstatements, misleading statements and omissions
contained in the Offeror's proxy soliciting material and have
agreed to pay the Company's incremental costs incurred as a
result of including such material in the Company's proxy
soliciting material.


                              -57-

<PAGE>



Notwithstanding the foregoing, no Special Meeting shall be held
from and after such time as any Person becomes an Acquiring
Person, and any Special Meeting scheduled prior to such time and
not theretofore held shall be cancelled.

              (ii)  If at the Special Meeting the Resolution receives
the affirmative vote of a majority of the shares of Voting Stock
outstanding as of the record date of the Special Meeting, then
all of the Rights shall be redeemed by such stockholder action at
the Redemption Price, effective immediately prior to the
consummation of any tender offer (provided that such tender offer
is consummated prior to 60 days after the date of the Special
Meeting) pursuant to which any Person offers to purchase all of
the shares of Voting Stock held by Persons other than such Person
and its Affiliates at a price per share in cash equal to or
greater than the price contained in the Resolution approved at
the Special Meeting; provided, however, that the Rights shall not
                     --------  -------
be redeemed at any time from and after such time as any Person
becomes an Acquiring Person.

              (iii)  Nothing contained in this paragraph (c) shall be
deemed to be in derogation of the obligation of the Board of
Directors of the Company to exercise its fiduciary duty.  Without
limiting the foregoing, nothing contained herein shall be
construed to suggest or imply that the Board


                              -58-

<PAGE>



of Directors shall not be entitled to reject any Offer, or to
recommend that holders of shares of Voting Stock reject any
tender offer, or to take any other action (including, without
limitation, the commencement, prosecution, defense or settlement
of any litigation and the submission of additional or alternative
Offers or other proposals to the Special Meeting) with respect to
any Offer or any tender offer that the Board of Directors
believes is necessary or appropriate in the exercise of such
fiduciary duty.

              (iv)  Nothing in this paragraph (c) shall be construed
as limiting or prohibiting the Company or any Offeror from
proposing or engaging, at any time, in any acquisition,
disposition or other transfer of any securities of the Company,
any merger or consolidation involving the Company, any sale or
other transfer of assets of the Company, any liquidation,
dissolution or winding-up of the Company, or any other business
combination or other transaction, or any other action by the
Company or such Offeror; provided, however, that the holders of
                         --------  -------
Rights shall have the rights set forth in this Agreement with
respect to any such acquisition, disposition, transfer, merger,
consolidation, sale, liquidation, dissolution, winding-up,
business combination, transaction or action.


                               -59-

<PAGE>



              (d)  Immediately upon the action of the Board of
Directors of the Company ordering the redemption of the Rights
pursuant to paragraph (b) of this Section 23, or upon the
effectiveness of the redemption of the Rights pursuant to
paragraph (c) of this Section 23, and without any further action
and without any notice, the right to exercise the Rights will
terminate and the only right thereafter of the holders of Rights
shall be to receive the Redemption Price.  The Company shall
promptly give public notice of any such redemption; provided,
                                                    --------
however, that the failure to give, or any defect in, any such
-------
notice shall not affect the validity of such redemption.  Within
10 days after such action of the Board of Directors ordering the
redemption of the Rights pursuant to paragraph (b) or the
effectiveness of the redemption of the Rights pursuant to
paragraph (c), as the case may be, the Company shall mail a
notice of redemption to all the holders of the then outstanding
Rights 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


                              -60-

<PAGE>



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 Common Shares at an exchange ratio
of one Common Share per Right, appropriately adjusted to reflect
any stock split, stock dividend or similar transaction occurring
after the date hereof (such exchange ratio being hereinafter
referred to as the "Exchange Ratio").   Notwithstanding the
foregoing, the Board of Directors shall not be empowered to
effect such exchange at any time after any Person (other than the
Company, any Subsidiary of the Company, any employee benefit plan
of the Company or 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 Common Shares
then outstanding.


                              -61-

<PAGE>



              (b)  Immediately upon the action of the Board of
Directors of the Company ordering the exchange of any Rights
pursuant to paragraph (a) of this Section 24 and without any
further action and without any notice, the right to exercise such
Rights shall terminate and the only right thereafter of a holder
of such Rights shall be to receive that number of Common Shares
equal to the number of such Rights held by such holder multiplied
by the Exchange Ratio.  The Company shall promptly give public
notice of any such exchange; provided, however, that the failure
                             --------  -------
to give, or any defect in, such notice shall not affect the
validity of such exchange.  The Company promptly shall mail a
notice of any such exchange to all of the holders of such Rights
at their last addresses as they appear upon the registry books of
the Rights Agent.  Any notice which is mailed in the manner
herein provided shall be deemed given, whether or not the holder
receives the notice.  Each such notice of exchange will state the
method by which the exchange of the Common Shares for Rights will
be effected and, in the event of any partial exchange, the number
of Rights which will be exchanged.  Any partial exchange shall be
effected pro rata based on the number of Rights (other than
Rights which have become void pursuant to the provisions of
Section 11(a)(ii) hereof) held by each holder of Rights.


                              -62-

<PAGE>



              (c)  In any exchange pursuant to this Section 24, the
Company, at its option, may substitute Preferred Shares (or
equivalent preferred shares, as such term is defined in Section
11(b) hereof) for Common Shares exchangeable for Rights, at the
initial rate of one one-hundredth of a Preferred Share (or
equivalent preferred share) for each Common Share, as
appropriately adjusted to reflect adjustments in the voting
rights of the Preferred Shares pursuant to the terms thereof, so
that the fraction of a Preferred Share delivered in lieu of each
Common Share shall have the same voting rights as one Common
Share.

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

              (e)  The Company shall not be required to issue
fractions of Common Shares or to distribute certificates which
evidence fractional Common Shares.  In lieu of such fractional
Common Shares, the Company shall pay to the registered holders of
the Right Certificates with regard to which such fractional
Common Shares would otherwise be issu-


                              -63-

<PAGE>



able an amount in cash equal to the same fraction of the current
market value of a whole Common Share.  For the purposes of this
paragraph (e), the current market value of a whole Common Share
shall be the closing price of a Common Share (as determined
pursuant to the second sentence of Section 11(d)(i) hereof) for
the Trading Day immediately prior to the date of exchange
pursuant to this Section 24.

              Section 25.  Notice of Certain Events. (a) In case the
                           ------------------------
Company shall propose (i) 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 holders of its Preferred Shares (other
than a regular quarterly cash dividend), (ii) to offer to the
holders 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,
(iii) to effect any reclassification of its Preferred Shares
(other than a reclassification involving only the subdivision of
outstanding Preferred Shares), (iv) 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 50% or more
of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to, any other Person, (v) to
effect the liquidation, dissolution or


                              -64-

<PAGE>



winding up of the Company, or (vi) to declare or pay any dividend
on the Common Shares payable in Common Shares or to effect a
subdivision, combination or consolidation of the Common Shares
(by reclassification or otherwise than by payment of dividends in
Common Shares), then, in each such case, the Company 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 (i) or (ii) above at least 10 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 10 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.

              (b)  In case any of the events set forth in Section
11(a)(ii) hereof shall occur, then the Company shall as soon as
practicable thereafter give to each holder of a Right


                              -65-

<PAGE>



Certificate, in accordance with Section 26 hereof, a notice of
the occurrence of such event, which notice shall describe such
event and the consequences of such 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 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:


                 PHILLIPS PETROLEUM COMPANY
                 Phillips Building
                 Bartlesville, OK 74004
                 Attention:  Corporate Secretary


Subject to the provisions of Section 21 hereof, any notice or
demand authorized by this Agreement to be given or made by the
Company or by the holder of any 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:


                 MANUFACTURERS HANOVER TRUST COMPANY
                 450 West 33rd Street
                 New York, New York  10001
                 Attention:  Vice President - Administration


                              -66-

<PAGE>



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
                            --------------------------
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 provision
contained herein which may be defective or inconsistent with any
other provisions herein, or to make any other provisions with
respect to the Rights which the Company may deem necessary or
desirable, any such supplement or amendment to be evidenced by a
writing signed by the Company and the Rights Agent; provided,
                                                    --------
however, that from and after such time as any Person becomes an
-------
Acquiring Person, this Agreement shall not be amended in any
manner which would adversely affect the interests of the holders
of Rights.  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 l(a) and 3(a) hereof from 20% to not less than the
greater of (i) the least percentage greater than the largest
percentage of the outstanding Common Shares then


                              -67-

<PAGE>



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 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 holder 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


                              -68-

<PAGE>



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.

              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.

              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.


                              -69-

<PAGE>



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



                               PHILLIPS PETROLEUM COMPANY
Attest:


By  /s/ G.C. Meese             By  /s/ William G. Paul
   --------------------------      -------------------------------
   Name: G.C. Meese                Name: William G. Paul
   Title: Secretary                Title: Senior Vice President
                                          and General Counsel




                               MANUFACTURERS HANOVER TRUST COMPANY
Attest:


By  /s/ Patricia A. Hoffman    By  /s/ Lawrence E. Dennedy
   --------------------------     -------------------------------
   Name: Patricia A. Hoffman      Name: Lawrence E. Dennedy
   Title: Asst. Vice President    Title: Vice President


                                 -70-

<PAGE>



                                                        Exhibit A
                                                        ---------


                               FORM

                                of

                   CERTIFICATE OF DESIGNATIONS

                                of

          SERIES B JUNIOR PARTICIPATING PREFERRED STOCK

                                of

                    PHILLIPS PETROLEUM COMPANY

                 (Pursuant to Section 151 of the
                Delaware General Corporation Law)

                  -----------------------------


              PHILLIPS PETROLEUM COMPANY, a corporation organized
and existing under the General Corporation Law of the State of
Delaware (hereinafter called the "Corporation"), hereby certifies
that the following resolution was adopted by the Board of
Directors of the Corporation as required by Section 151 of the
General Corporation Law at a meeting duly called and held on
July 10, 1989:

              RESOLVED, that pursuant to the authority granted to and
vested in the Board of Directors of this Corporation (hereinafter
called the "Board of Directors" or the "Board") in accordance
with the provisions of the Certificate of Incorporation, the
Board of Directors hereby creates a series of Preferred Stock,
par value $1.00 per share (the "Preferred Stock"), of the
Corporation and hereby states the designation and number of
shares, and fixes the relative rights, preferences, and
limitations thereof as follows:

              Series B Junior Participating Preferred Stock:

              Section 1.  Designation and Amount.  The shares of
                          ----------------------
such series shall be designated as "Series B Junior Participating
Preferred Stock" (the "Series B Preferred Stock") and the number
of shares constituting the Series B Preferred Stock shall be
5,000,000.  Such number of shares may be increased or decreased
by resolution of the Board of Directors; provided, that no
                                         --------
decrease shall reduce the number of shares of series B Preferred
Stock to a number less than the


                                A-1

<PAGE>



number of shares then outstanding plus the number of shares
reserved for issuance upon the exercise of outstanding options,
rights or warrants or upon the conversion of any outstanding
securities issued by the Corporation convertible into Series B
Preferred Stock.

              Section 2.  Dividends and Distributions.
                          ---------------------------

              (A)  Subject to the rights of the holders of any
         shares of any series of Preferred Stock (or any similar
         stock) ranking prior and superior to the Series B Preferred
         Stock with respect to dividends, the holders of shares of
         Series B Preferred Stock, in preference to the holders of
         Common Stock, par value $1.25 per share (the "Common
         Stock"), of the Corporation, and of any other junior stock,
         shall be entitled to receive, when, as and if declared by
         the Board of Directors out of funds legally available for
         the purpose, quarterly dividends payable in cash on the
         first day of March, June, September and December in each
         year (each such date being referred to herein as a
         "Quarterly Dividend Payment Date"), commencing on the first
         Quarterly Dividend Payment Date after the first issuance of
         a share or fraction of a share of Series B Preferred Stock,
         in an amount per share (rounded to the nearest cent) equal
         to the greater of (a) $1 or (b) subject to the provision for
         adjustment hereinafter set forth, 100 times the aggregate
         per share amount of all cash dividends, and 100 times the
         aggregate per share amount (payable in kind) of all non-cash
         dividends or other distributions, other than a dividend
         payable in shares of Common Stock or a subdivision of the
         outstanding shares of Common Stock (by reclassification or
         otherwise), declared on the Common Stock since the
         immediately preceding Quarterly Dividend Payment Date or,
         with respect to the first Quarterly Dividend Payment Date,
         since the first issuance of any share or fraction of a share
         of Series B Preferred Stock.  In the event the Corporation
         shall at any time declare or pay any dividend on the Common
         Stock payable in shares of Common Stock, or effect a
         subdivision or combination or consolidation of the
         outstanding shares of Common Stock (by reclassification or
         otherwise than by payment of a dividend in shares of Common
         Stock) into a greater or lesser number of shares of Common
         Stock, then in each such case the amount to which holders of
         shares of Series B Preferred Stock were entitled immediately
         prior to such event under clause (b) of the preceding
         sentence shall be adjusted by multiplying such amount by a
         fraction, the numerator of which is the number of shares of
         Common Stock outstanding immediately


                                A-2

<PAGE>



         after such event and the denominator of which is the number
         of shares of Common Stock that were outstanding immediately
         prior to such event.

              (B)  The Corporation shall declare a dividend or
         distribution on the Series B Preferred Stock as provided in
         paragraph (A) of this Section immediately after it declares
         a dividend or distribution on the Common Stock (other than a
         dividend payable in shares of Common Stock); provided that,
         in the event no dividend or distribution shall have been
         declared on the Common Stock during the period between any
         Quarterly Dividend Payment Date and the next subsequent
         Quarterly Dividend Payment Date, a dividend of $1 per share
         on the Series B Preferred Stock shall nevertheless be
         payable on such subsequent Quarterly Dividend Payment Date.

              (C)  Dividends shall begin to accrue and be cumulative
         on outstanding shares of Series B Preferred Stock from the
         Quarterly Dividend Payment Date next preceding the date of
         issue of such shares, unless the date of issue of such
         shares is prior to the record date for the first Quarterly
         Dividend Payment Date, in which case dividends on such
         shares shall begin to accrue from the date of issue of such
         shares, or unless the date of issue is a Quarterly Dividend
         Payment Date or is a date after the record date for the
         determination of holders of shares of Series B Preferred
         Stock entitled to receive a quarterly dividend and before
         such Quarterly Dividend Payment Date, in either of which
         events such dividends shall begin to accrue and be
         cumulative from such Quarterly Dividend Payment Date.
         Accrued but unpaid dividends shall not bear interest.
         Dividends paid on the shares of Series B Preferred Stock in
         an amount less than the total amount of such dividends at
         the time accrued and payable on such shares shall be
         allocated pro rata on a share-by-share basis among all such
         shares at the time outstanding.  The Board of Directors may
         fix a record date for the determination of holders of shares
         of Series B Preferred Stock entitled to receive payment of a
         dividend or distribution declared thereon, which record date
         shall be not more than 60 days prior to the date fixed for
         the payment thereof.

              Section 3.  Voting Rights.  The holders of shares of
                          -------------
Series B Preferred Stock shall have the following voting rights:


                                   A-3

<PAGE>



              (A)  Subject to the provision for adjustment
         hereinafter set forth, each share of Series B Preferred
         Stock shall entitle the holder thereof to 100 votes on all
         matters submitted to a vote of the stockholders of the
         Corporation.  In the event the Corporation shall at any time
         declare or pay any dividend on the Common Stock payable in
         shares of Common Stock, or effect a subdivision or
         combination or consolidation of the outstanding shares of
         Common Stock (by reclassification or otherwise than by
         payment of a dividend in shares of Common Stock) into a
         greater or lesser number of shares of Common Stock, then in
         each such case the number of votes per share to which
         holders of shares of Series B Preferred Stock were entitled
         immediately prior to such event shall be adjusted by
         multiplying such number by a fraction, the numerator of
         which is the number of shares of Common Stock outstanding
         immediately after such event and the denominator of which is
         the number of shares of Common Stock that were outstanding
         immediately prior to such event.

              (B)  Except as otherwise provided herein, in any other
         Certificate of Designations creating a series of Preferred
         Stock or any similar stock, or by law, the holders of shares
         of Series B Preferred Stock and the holders of shares of
         Common Stock and any other capital stock of the Corporation
         having general voting rights shall vote together as one
         class on all matters submitted to a vote of stockholders of
         the Corporation.

              (C)  Except as set forth herein, or as otherwise
         provided by law, holders of Series B Preferred Stock shall
         have no special voting rights and their consent shall not be
         required (except to the extent they are entitled to vote
         with holders of Common Stock as set forth herein) for taking
         any corporate action.

              Section 4.  Certain Restrictions.
                          --------------------
              (A)  Whenever quarterly dividends or other dividends or
         distributions payable on the Series B Preferred Stock as
         provided in Section 2 are in arrears, thereafter and until
         all accrued and unpaid dividends and distributions, whether
         or not declared, on shares of Series B Preferred Stock
         outstanding shall have been paid in full, the Corporation
         shall not:

                 (i) declare or pay dividends, or make any other
              distributions, on any shares of stock ranking junior
              (either as to dividends or upon liqui-


                                A-4

<PAGE>



              dation, dissolution or winding up) to the Series B
              Preferred Stock;

                (ii)  declare or pay dividends, or make any other
              distributions, on any shares of stock ranking on a
              parity (either as to dividends or upon liquidation,
              dissolution or winding up) with the Series B Preferred
              Stock, except dividends paid ratably on the Series B
              Preferred Stock and all such parity stock on which
              dividends are payable or in arrears in proportion to
              the total amounts to which the holders of all such
              shares are then entitled;

               (iii)  redeem or purchase or otherwise acquire for
              consideration shares of any stock ranking junior
              (either as to dividends or upon liquidation,
              dissolution or winding up) to the Series B Preferred
              Stock, provided that the Corporation may at any time
              redeem, purchase or otherwise acquire shares of any
              such junior stock in exchange for shares of any stock
              of the Corporation ranking junior (either as to
              dividends or upon dissolution, liquidation or winding
              up) to the Series B Preferred Stock; or

                (iv)  redeem or purchase or otherwise acquire for
              consideration any shares of Series B Preferred Stock,
              or any shares of stock ranking on a parity with the
              Series B Preferred Stock, except in accordance with a
              purchase offer made in writing or by publication (as
              determined by the Board of Directors) to all holders of
              such shares upon such terms as the Board of Directors,
              after consideration of the respective annual dividend
              rates and other relative rights and preferences of the
              respective series and classes, shall determine in good
              faith will result in fair and equitable treatment among
              the respective series or classes.

              (B)  The Corporation shall not permit any subsidiary of
         the Corporation to purchase or otherwise acquire for
         consideration any shares of stock of the Corporation unless
         the Corporation could, under paragraph (A) of this Section
         4, purchase or otherwise acquire such shares at such time
         and in such manner.

              Section 5.  Reacquired Shares.  Any shares of Series B
                          -----------------
Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired


                                A-5

<PAGE>



and cancelled promptly after the acquisition thereof.  All such
shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of
a new series of Preferred Stock subject to the conditions and
restrictions on issuance set forth herein, in the Certificate of
Incorporation, or in any other Certificate of Designations
creating a series of Preferred Stock or similar stock or as
otherwise required by law.

              Section 6.  Liquidation, Dissolution or Winding Up.
                          --------------------------------------
Upon any liquidation, dissolution or winding up of the
Corporation, no distribution shall be made (1) to the holders of
shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series B Preferred
Stock unless, prior thereto, the holders of shares of Series B
Preferred Stock shall have received $100 per share, plus an
amount equal to accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment,
provided that the holders of shares of Series B Preferred Stock
shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth,
equal to 100 times the aggregate amount to be distributed per
share to holders of shares of Common Stock, or (2) to the holders
of shares of stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series B
Preferred Stock, except distributions made ratably on the Series
B Preferred Stock and all such parity stock in proportion to the
total amounts to which the holders of all such shares are
entitled upon such liquidation, dissolution or winding up.  In
the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock,
or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock,
then in each such case the aggregate amount to which holders of
shares of Series B Preferred Stock were entitled immediately
prior to such event under the proviso in clause (1) of the
preceding sentence shall be adjusted by multiplying such amount
by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

              Section 7.  Consolidation, Merger, etc.  In case the
                         ---------------------------
Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Com-


                                A-6

<PAGE>



mon Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case
each share of Series B Preferred Stock shall at the same time be
similarly exchanged or changed into an amount per share, subject
to the provision for adjustment hereinafter set forth, equal to
100 times the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may be, into
which or for which each share of Common Stock is changed or
exchanged.  In the event the Corporation shall at any time
declare or pay any dividend on the Common Stock payable in shares
of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in
shares of Common Stock) into a greater or lesser number of shares
of Common Stock, then in each such case the amount set forth in
the preceding sentence with respect to the exchange or change of
shares of Series B Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is
the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to
such event.

              Section 8.  No Redemption.  The shares of Series B
                          -------------
Preferred Stock shall not be redeemable.

              Section 9.  Rank.  The Series B Preferred Stock shall
                          ----
rank, with respect to the payment of dividends and the
distribution of assets, junior to all series of any other class
of the Corporation's Preferred Stock.

              Section 10.  Amendment.  The Certificate of
                           ---------
Incorporation of the Corporation shall not be amended in any
manner which would materially alter or change the powers,
preferences or special rights of the Series B Preferred Stock so
as to affect them adversely without the affirmative vote of the
holders of at least two-thirds of the outstanding shares of
Series B Preferred Stock, voting together as a single class.


                                A-7

<PAGE>



              IN WITNESS WHEREOF, this Certificate of Designations is
executed on behalf of the Corporation by its Chairman of the
Board and attested by its Secretary this      day of            ,
                                         ----        -----------
1989.





                                  -------------------------------
                                       Chairman of the Board



Attest:


--------------------
Secretary


                                   A-8

<PAGE>



                                                        Exhibit B
                                                        ---------

                    Form of Right Certificate


Certificate No. R-                                         Rights
                                                       ---

              NOT EXERCISABLE AFTER JULY 31, 1999 OR EARLIER IF
              REDEMPTION OR EXCHANGE OCCURS.  THE RIGHTS ARE SUBJECT
              TO REDEMPTION AT $.Ol PER RIGHT AND TO EXCHANGE ON THE
              TERMS SET FORTH IN THE RIGHTS AGREEMENT.


                        Right Certificate

                    PHILLIPS PETROLEUM COMPANY


              This certifies that                   , or registered
                                  ------------------
assigns, is the registered owner of the number of Rights set
forth above, each of which entitles the owner thereof, subject to
the terms, provisions and conditions of the Rights Agreement,
dated as of July 10, 1989 (the "Rights Agreement"), between
PHILLIPS PETROLEUM COMPANY, a Delaware corporation (the
"Company"), and MANUFACTURERS HANOVER TRUST COMPANY (the "Rights
Agent"), to purchase from the Company at any time after the
Distribution Date (as such term is defined in the Rights
Agreement) and prior to 5:00 P.M., New York City time, on
July 31, 1999 at the principal office of the Rights Agent, or at
the office of its successor as Rights Agent, one one-hundredth of
a fully paid non-assesable share of Series B Junior Participating
Preferred Stock, par value $1.00 per share (the "Preferred
Shares"), of the Company, at a purchase price of $75.00 per one
one-hundredth of a Preferred Share (the "Purchase Price"), upon
presentation and surrender of this Right Certificate with the
Form of Election to Purchase duly executed.  The number of Rights
evidenced by this Right Certificate (and the number of one
one-hundredths of a Preferred Share which may be purchased upon
exercise hereof) set forth above, and the Purchase Price set
forth above, are the number and Purchase Price as of July 31,
1989, based on the Preferred Shares as constituted at such date.
As provided in the Rights Agreement, the Purchase Price and the
number of one one-hundredths of a Preferred Share which may be
purchased upon the exercise of the Rights evidenced by this Right
Certificate are subject to modification and adjustment upon the
happening of certain events.


<PAGE>



              This Right Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms,
provisions and conditions are hereby incorporated herein by
reference and made a part hereof and to which Rights Agreement
reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities
hereunder of the Rights Agent, the Company and the holders of the
Right Certificates.  Copies of the Rights Agreement are on file
at the principal executive offices of the Company and the above-mentioned
officer of the Rights Agent.

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

              Subject to the provisions of the Rights Agreement, the
Rights evidenced by this Certificate (i) may be redeemed by the
Company at a redemption price of $.0l per Right or (ii) may be
exchanged in whole or in part for Preferred Shares or shares of
the Company's Common Stock, par value $1.25 per share.

              No fractional Preferred Shares will be issued upon the
exercise of any Right or Rights evidenced hereby (other than
fractions which are integral multiples of one one-hundredth of a
Preferred Share, which may, at the election of the Company, be
evidenced by depositary receipts), but in lieu thereof a cash
payment will be made, as provided in the Rights Agreement.

              No holder of this Right Certificate shall be entitled
to vote or receive dividends or be deemed for any purpose the
holder of the Preferred Shares or of any other securities of the
Company which may at any time be issuable on the exercise hereof,
nor shall anything contained in the Rights Agreement or herein be
construed to confer upon the holder hereof, as such, any of the
rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold
consent to any


                                B-2

<PAGE>



corporate action, or to receive notice of meetings or other
actions affecting stockholders (except as provided in the Rights
Agreement), or to receive dividends or subscription rights, or
otherwise, until the Right or Rights evidenced by this Right
Certificate shall have been exercised as provided in the Rights
Agreement.

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



              WITNESS the facsimile signature of the proper officers
of the Company and its corporate seal.  Dated as of
               , 19  .
---------------    --
ATTEST:                           PHILLIPS PETROLEUM COMPANY

                                  By
-----------------------             ----------------------------



Countersigned:


MANUFACTURERS HANOVER TRUST COMPANY



By
  ---------------------------------
       Authorized Signature


                                   B-3

<PAGE>



            Form of Reverse Side of Right Certificate



                        FORM OF ASSIGNMENT
                        ------------------


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



              FOR VALUE RECEIVED
                                 ------------------------------------
hereby sells, assigns and transfers unto
                                         ------------------------

-----------------------------------------------------------------
          (Please print name and address of transferee)

-----------------------------------------------------------------
this Right Certificate, together with all right, title and
interest therein, and does hereby irrevocably constitute and
appoint                         Attorney, to transfer the within
        -----------------------
Right Certificate on the books of the within-named Company, with
full power of substitution.


Dated:                       , 19
       ----------------------    --

                                   ------------------------------
                                   Signature



Signature Guaranteed:

              Signatures must be guaranteed by a member firm of a
registered national securities exchange, a member of the National
Association of Securities Dealers, Inc., or a commercial bank or
trust company having an office or correspondent in the United
States.

-----------------------------------------------------------------

              The undersigned hereby certifies that the Rights
evidenced by this Right Certificate are not beneficially owned by
an Acquiring Person or an Affiliate or Associate thereof (as
defined in the Rights Agreement).


                                   ------------------------------
                                   Signature
-----------------------------------------------------------------


                                B-4

<PAGE>



         Form of Reverse Side of Right Certificate -- continued


                   FORM OF ELECTION TO PURCHASE
                  -----------------------------
               (To be executed if holder desires to
                 exercise the Right Certificate.)


To PHILLIPS PETROLEUM COMPANY

              The undersigned hereby irrevocably elects to exercise
                              Rights represented by this
-----------------------------
Right Certificate to purchase the Preferred Shares issuable upon
the exercise of such Rights and requests that certificates for
such Preferred Shares be issued in the name of:

Please insert social security
or other identifying number

-----------------------------------------------------------------
                 (Please print name and address)

-----------------------------------------------------------------

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

Please insert social security
or other identifying number

-----------------------------------------------------------------
                 (Please print name and address)

-----------------------------------------------------------------
Dated:                  , 19
       -----------------    --


                                   ------------------------------
                                   Signature


Signature Guaranteed:

              Signatures must be guaranteed by a member firm of a
registered national securities exchange, a member of the National
Association of Securities Dealers, Inc., or a commercial bank or
trust company having an office or correspondent in the United
States.


                                B-5

<PAGE>



      Form of Reverse Side of Right Certificate -- continued

-----------------------------------------------------------------

              The undersigned hereby certifies that the Rights
evidenced by this Right Certificate are not beneficially owned by
an Acquiring Person or an Affiliate or Associate thereof (as
defined in the Rights Agreement).


                                   ------------------------------
                                   Signature
-----------------------------------------------------------------



                              NOTICE
                              ------
              The signature in the foregoing Forms of Assignment and
Election must conform to the name as written upon the face of
this Right Certificate in every particular, without alteration or
enlargement or any change whatsoever.

              In the event the certification set forth above in the
Form of Assignment or the Form of Election to Purchase, as the
case may be, is not completed, the Company and the Rights Agent
will deem the beneficial owner of the Rights evidenced by this
Right Certificate to be an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement) and such
Assignment or Election to Purchase will be honored.


                                B-6

<PAGE>



                                                        Exhibit C
                                                        ---------


                 SUMMARY OF RIGHTS TO PURCHASE
                        PREFERRED SHARES

              On July 10, 1989, the Board of Directors of PHILLIPS
PETROLEUM COMPANY (the "Company") declared a dividend of one
preferred share purchase right (a "Right") for each outstanding
share of common stock, par value $1.25 per share (the "Common
Shares"), of the Company.  The dividend is payable on July 31,
1989 (the "Record Date") to the stockholders of record on that
date.  Each Right entitles the registered holder to purchase from
the Company one one-hundredth of a share of Series B Junior
Participating Preferred Stock, par value $1.00 per share (the
"Preferred Shares"), of the Company at a price of $75.00 per one
one-hundredth of a Preferred Share (the "Purchase Price"),
subject to adjustment.  The description and terms of the Rights
are set forth in a Rights Agreement (the "Rights Agreement")
between the Company and Manufacturers Hanover Trust Company, as
Rights Agent (the "Rights Agent").

              Until the earlier to occur of (i) 10 days following a
public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") have acquired
beneficial ownership of 20% or more of the outstanding Common
Shares or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time
as any Person becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a
tender offer or exchange offer the consummation of which would
result in the beneficial ownership by a person or group of 20% or
more of such outstanding Common Shares (the earlier of such dates
being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share
certificate with a copy of this Summary of Rights attached
thereto.

              The Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred with and only
with the Common Shares.  Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date, upon transfer or new
issuance of Common Shares will contain a notation incorporating
the Rights Agreement by reference.  Until the Distribution Date
(or earlier redemption or expiration of


<PAGE>



the Rights), the surrender for transfer of any certificates for
Common Shares, outstanding as of the Record Date, even without
such notation or a copy of this Summary of Rights being attached
thereto, will also constitute the transfer o the Rights
associated with the Common Shares represented by such
certificate.  As soon as practicable following the Distribution
Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common
Shares as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.

              The Rights are not exercisable until the Distribution
Date.  The Rights will expire on July 31, 1999 (the "Final
Expiration Date"), unless the Final Expiration Date is extended
or unless the Rights are earlier redeemed by the Company, in each
case, as described below.

              The Purchase Price payable, and the number of Preferred
Shares or other securities or property issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred
Shares at a price, or securities convertible into Preferred
Shares with a conversion price, less than the then current market
price of the Preferred Shares or (iii) upon the distribution to
holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of
earnings or retained earnings or dividends payable in Preferred
Shares) or of subscription rights or warrants (other than
referred to above).

              The number of outstanding Rights and the number of one
one-hundredths of a Preferred Share issuable upon exercise of
each Right are also subject to adjustment in the event of a stock
split of the Common Shares or a stock dividend on the Common
Shares payable in Common Shares or subdivisions, consolidations
or combinations of the Common Shares occurring, in an such case,
prior to the Distribution Date.

              Preferred Shares purchasable upon exercise of the
Rights will not be redeemable.  Each Preferred Share will be
entitled to a minimum preferential quarterly dividend payment of
$1 per share but will be entitled to an aggregate dividend of
100 times the dividend declared per Common Share.  In the event
of liquidation, the holders of the Preferred Shares will be
entitled to a minimum preferential


                                C-2

<PAGE>



liquidation payment of $100 per share but will be entitled to an
aggregate payment of 100 times the payment made per Common Share.
Each Preferred Share will have 100 votes, voting together with
the Common Shares.  Finally, in the event of any merger,
consolidation or other transaction in which Common Shares are
exchanged, each Preferred Share will be entitled to receive
100 times the amount received per Common Share.  These rights are
protected by customary antidilution provisions.

              Because of the nature of the Preferred Shares'
dividend, liquidation and voting rights, the value of the one
one-hundredth interest in a Preferred Share purchasable upon
exercise of each Right should approximate the value of one Common
Share.

              In the event that the Company is acquired in a merger
or other business combination transaction or 50% or more of its
consolidated assets or earning power are sold, proper provision
will be made so that each holder of a Right will thereafter have
the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of
common stock of the acquiring company which at the time of such
transaction will have a market value of two times the exercise
price of the Right.  In the event that (i) any person becomes an
Acquiring Person (unless such person first acquires 20% or more
of the outstanding Common Shares by a purchase pursuant to a
tender offer for all of the Common Shares for cash, which
purchase increases such person's beneficial ownership to 85% or
more of the outstanding Common Shares) or (ii) during such time
as there is an Acquiring Person, there shall be a
reclassification of securities or a recapitalization or
reorganization of the Company or other transaction or series of
transactions involving the Company which has the effect of
increasing by more than 1% the proportionate share of the
outstanding shares of any class of equity securities of the
Company or any of its subsidiaries beneficially owned by the
Acquiring Person, proper provision shall be made so that each
holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter
have the right to receive upon exercise that number of Common
Shares having a market value of two times the exercise price of
the Right.

              At any time after the acquisition by a person or group
of affiliated or associated persons of beneficial ownership of
20% or more of the outstanding Common Shares and prior to the
acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of


                                 C-3

<PAGE>



Directors of the Company may exchange the Rights (other than
Rights owned by such person or group which have become void), in
whole or in part, at an exchange ratio of one Common Share, or
one one-hundredth of a Preferred Share (or of a share of a class
or series of the Company's preferred stock having equivalent
rights, preferences and privileges), per Right (subject to
adjustment).

              With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price.  No fractional
Preferred Shares will be issued (other than fractions which are
integral multiples of one one-hundredth of a Preferred Share,
which may, at the election of the Company, be evidenced by
depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Shares on
the last trading day prior to the date of exercise.

              At any time prior to the acquisition by a person or
group of affiliated or associated persons of beneficial ownership
of 20% or more of the outstanding Common Shares, the Board of
Directors of the Company may redeem the Rights in whole, but not
in part, at a price of $.0l per Right (the "Redemption Price").
The redemption of the Rights may be made effective at such time
on such basis and with such conditions as the Board of Directors
in its sole discretion may establish.  In addition, if a bidder
who does not beneficially own more than 1% of the Common Shares
(and who has not within the past year owned in excess of 1% of
the Common Shares and, at a time he held such greater than 1%
stake, disclosed, or caused the disclosure of, an intention which
relates to or would result in the acquisition or influence of
control of the Company) proposes to acquire all of the Common
Shares (and all other shares of capital stock of the Company
entitled to vote with the Common Shares in the election of
directors or on mergers, consolidations, sales of all or
substantially all of the Company's assets, liquidations,
dissolutions or windings up) for cash at a price which a
nationally recognized investment banker selected by such bidder
states in writing is fair, and such bidder has obtained written
financing commitments (or otherwise has financing) and complies
with certain procedural requirements, then the Company, upon the
request of the bidder, will hold a special stockholders meeting
to vote on a resolution requesting the Board of Directors to
accept the bidder's proposal.  If a majority of the outstanding
shares entitled to vote on the proposal vote in favor of such
resolution, then for a period of 60 days after such meeting the
Rights will be automatically redeemed at the Redemption


                                C-4

<PAGE>



Price immediately prior to the consummation of any tender offer
for all of such shares at a price per share in cash equal to or
greater than the price offered by such bidder; provided, however,
                                               --------  -------
that no redemption will be permitted or required after the
acquisition by any person or group of affiliated or associated
persons of beneficial ownership of 20% or more of the outstanding
Common Shares.  Immediately upon any redemption of the Rights,
the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption
Price.

              The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of
the Rights, including an amendment to lower the threshold for
exercisability of the Rights from 20% to not less than the
greater of (i) the least percentage greater than the largest
percentage of the outstanding Common Shares then known to the
Company to be beneficially owned by any person or group of
affiliated or associated persons and (ii) 10%, except that from
and after such time as any person or group of affiliated or
associated persons becomes an Acquiring Person no such amendment
may adversely affect the interests of the holders of the Rights.

              Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive
dividends.

              A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to a
Registration Statement on Form 8-A dated July   , 1989.  A copy
                                              --
of the Rights Agreement is available free of charge from the
Company.  This summary description of the Rights does not purport
to be complete and is qualified in its entirety by reference to
the Rights Agreement, which is hereby incorporated herein by
reference.


                                C-5

<PAGE>








                            EXHIBIT 2

<PAGE>



 news release
-----------------------------------------------------------------
PHILLIPS PETROLEUM COMPANY
BARTLESVILLE, OKLAHOMA 74004
CORPORATE AFFAIRS


                                 Phillips Adopts New Rights Plan;
                                 Redeems Existing Rights

                                 July 10, 1989


FOR IMMEDIATE RELEASE:
---------------------

         BARTLESVILLE, Okla. -- The board of directors of Phillips
Petroleum Company today authorized a new rights plan and declared
a distribution of one "preferred share purchase right" for each
outstanding share of the company's common stock.  The new rights
will be distributed to stockholders of record at the close of
business on July 31, 1989.  The rights provide additional
protection for shareholders against abusive takeover tactics.

         The board also authorized the redemption of the company's
existing stock purchase rights which were established in July
1986.  As a result, rights holders of record at the close of
business on July 31, 1989 will receive $.08 1/3 for each right
which is attached to each share of the company's common stock.

         The rights will be exercisable only if a person or group
acquires 20 percent or more of the company's common stock or
announces a tender offer which would result in ownership by a
person or qroup of 20 percent or more of the common stock.  The
rights enable holders to acquire additional shares of the
company's common stock or purchase the stock of the acquiring
company at a discount, depending on circumstances.


                              # # #

                     CONTACT: Dan Harrison
                              918/661-5204
                                  661-1215


<PAGE>