<PAGE> 1
                         RIGHTS AGREEMENT
                         ----------------


            RIGHTS AGREEMENT, dated as of October 26, 1994 (the
"Agreement"), between Anheuser-Busch Companies, Inc., a Delaware
corporation (the "Company"), and Boatmen's Trust Company, a trust
company organized under the laws of the State of Missouri (the
"Rights Agent").


                        W I T N E S S E T H
                        - - - - - - - - - -

            WHEREAS, on December 18, 1985, the Board of Directors of
the Company authorized and declared a dividend distribution of one
right for each share of Common Stock (as hereinafter defined) of the
Company outstanding at the close of business on December 27, 1985
(the "1985 Record Date"), and authorized the issuance of one right
for each share of Common Stock of the Company issued between the
1985 Record Date (whether originally issued or delivered from the
Company's treasury) and the Distribution Date (as defined in the
Rights Agreement, dated as of December 18, 1985, as amended on July
23, 1986 (the "1985 Agreement") and as amended and restated as of
December 17, 1986 (the "1986 Agreement") between the Company and
Centerre Trust Company of St. Louis, the predecessor to the Rights
Agent), each right initially representing the right to purchase one
one-hundredth of a share of Series B Junior Participating Preferred
Stock of the Company having the rights, powers and preferences set
forth in the Restated Certificate of Incorporation of the Company
(the "Certificate of Incorporation"), upon the terms and subject to
the conditions set forth in the 1985 Agreement (the "1985 Rights");

            WHEREAS, on July 23, 1986, the Board of Directors, in
accordance with Section 26 of the 1985 Agreement, determined it
desirable and in the best interests of the Company and its
stockholders for the Company to supplement and amend certain
provisions of the 1985 Agreement and on July 23, 1986 implemented
such changes by executing an amendment to the 1985 Agreement;

            WHEREAS, effective as of December 17, 1986, the Board of
Directors in accordance with Section 26 of the 1985 Agreement,
determined it desirable and in the best interests of the Company and
its stockholders for the Company to amend and restate the 1985
Agreement and on December 17, 1986 implemented such amendment and
restatement by executing the 1986 Agreement;

            WHEREAS, on October 26, 1994, the Board of Directors
determined it desirable and in the best interests of the Company and
its stockholders for the Company to extend the 1986 Agreement and to
implement such extension by executing this Agreement; and

            WHEREAS, on October 26, 1994 (the "Rights Dividend
Declaration Date"), the Board of Directors of the Company authorized
and declared a dividend distribution of one Right for each share of
Common Stock of the Company outstanding upon the Expiration Date (as
defined in the 1986 Agreement) (the "Record Date"), and authorized
the issuance of one Right (as such number may hereafter be adjusted
pursuant to the provisions of Section 11(p) hereof) for each share
of Common Stock of the Company issued between the Record Date
(whether originally issued or delivered from the Company's treasury)
and the Distribution Date, each Right initially representing the
right to purchase one one-hundredth of a share of Series B Junior
Participating Preferred Stock of the Company having the rights,
powers and preferences set forth in the Certificate of
Incorporation, upon the terms and subject to the conditions
hereinafter set forth (the "Rights").

<PAGE> 2
            NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as
follows:

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

                 (a)   "Acquiring Person" shall mean any Person who
or which, together with all Affiliates and Associates of such
Person, shall be the Beneficial Owner of 20% or more of the shares
of Common Stock then outstanding, but shall not include the Company,
any Subsidiary of the Company, any employee benefit plan of the
Company or of any Subsidiary of the Company, or any Person or entity
organized, appointed or established by the Company for or pursuant
to the terms of any such plan, or any Person who becomes an
Acquiring Person solely as a result of a reduction in the number of
shares of Common Stock outstanding due to the repurchase of shares
of Common Stock by the Company, unless and until such Person shall
purchase or otherwise become the Beneficial Owner of additional
shares of Common Stock constituting 1% or more of the then
outstanding shares of Common Stock.

                 (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 and in effect on the date of this Agreement (the
"Exchange Act").

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

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

                       (iii)   which are beneficially owned,
         directly or indirectly, by any other Person (or any
         Affiliate or Associate thereof) with which such Person
         (or any of such Person's Affiliates or Associates) has
         any agreement, arrangement or understanding (whether or
         not in writing), for the purpose of acquiring, holding,
         voting (except pursuant to a revocable proxy as
         described in the proviso to subparagraph (ii) of this
         paragraph (c)) or disposing of any voting securities of
         the Company; provided, however, that nothing in this
                      --------
         paragraph (c) shall cause a Person engaged in the
         business as an underwriter of securities to be deemed
         the "Beneficial Owner" of, or to "beneficially own," any
         securities acquired through such Person's participation
         in good faith in a firm commitment underwriting until
         the expiration of forty days after the date of such
         acquisition.

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

                 (e)   "Close of business" on any given date shall
mean 4:45 P.M., St. Louis time, on such date; provided, however,
                                              --------
that if such date is not a Business Day it shall mean 4:45 P.M., St.
Louis time, on the next succeeding Business Day.

                 (f)   "Common Stock" shall mean the common stock,
par value $1.00 per share, of the Company, except that "Common
Stock" when used with reference to any Person other than the Company
shall mean the capital stock of such Person with the greatest voting
power, or the equity securities or other equity interest having
power to control or direct the management, of such Person.

<PAGE> 4
                 (g)   "Continuing Director" shall mean (i) any
member of the Board of Directors of the Company, while such Person
is a member of the Board, who is not an Acquiring Person, or an
Affiliate or Associate of an Acquiring Person, or a representative
of an Acquiring Person or of any such Affiliate or Associate, and
was a member of the Board prior to the date of this Agreement, or
(ii) any Person who subsequently becomes a member of the Board,
while such Person is a member of the Board, who is not an Acquiring
Person, or an Affiliate or Associate of an Acquiring Person, or a
representative of an Acquiring Person or of any such Affiliate or
Associate, if such Person's nomination for election or election to
the Board is recommended or approved by a majority of the Continuing
Directors.

                 (h)   "Person" shall mean any individual, firm,
corporation, partnership or other entity.

                 (i)   "Preferred Stock" shall mean shares of
Series B Junior Participating Preferred Stock, par value $1.00 per
share, of the Company and, to the extent that there are not a
sufficient number of shares of Series B Junior Participating
Preferred Stock authorized to permit the full exercise of the
Rights, any other series of Preferred Stock of the Company
designated for such purpose containing terms substantially similar
to the terms of the Series B Junior Participating Preferred Stock.

                 (j)   "Section 11(a)(ii) Event" shall mean any
event described in Section 11(a)(ii)(A) or (B) hereof.

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

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

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

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

<PAGE> 5
            2.   Appointment of Rights Agent.  The Company hereby
                 ---------------------------
appoints the Rights Agent to act as agent for the Company and the
holders of the Rights (who, in accordance with Section 3 hereof,
shall prior to the Distribution Date also be the holders of the
Common Stock) in accordance with the terms and conditions hereof,
and the Rights Agent hereby accepts such appointment.  The Company
may from time to time appoint such Co-Rights Agents as it may deem
necessary or desirable.

            3.   Issue of Rights Certificates.
                 ----------------------------

                 (a)   Until the earlier of (i) the close of
business on the tenth business day after the Stock Acquisition Date,
or (ii) the close of business on the tenth business day after the
date that a tender or exchange offer by any Person (other than the
Company, any Subsidiary of the Company, any employee benefit plan of
the Company or of any Subsidiary of the Company, or any Person or
entity organized, appointed or established by the Company for or
pursuant to the terms of any such plan) is first published or sent
or given within the meaning of Rule 14d-2(a) of the General Rules
and Regulations under the Exchange Act, if upon consummation
thereof, such Person would be the Beneficial Owner of 30% or more of
the shares of Common Stock then outstanding (the earlier of (i) and
(ii) being herein referred to as the "Distribution Date"), (x) the
Rights will be evidenced (subject to the provisions of paragraph (b)
of this Section 3) by the certificates for the Common Stock
registered in the names of the holders of the Common Stock (which
certificates for Common Stock shall be deemed also to be
certificates for Rights) and not by separate certificates, and (y)
the Rights will be transferable only in connection with the transfer
of the underlying shares of Common Stock (including a transfer to
the Company).  As soon as practicable after the Distribution Date,
the Rights Agent will send by first-class, insured, postage prepaid
mail, to each record holder of the Common Stock as of the close of
business on the Distribution Date, at the address of such holder
shown on the records of the Company, one or more right certificates,
in substantially the form of Exhibit B hereto (the "Rights
Certificates"), evidencing one Right for each share of Common Stock
so held, subject to adjustment as provided herein.  In the event
that an adjustment in the number of Rights per share of Common Stock
has been made pursuant to Section 11(p) hereof, at the time of
distribution of the Right Certificates, the Company shall make the
necessary and appropriate rounding adjustments (in accordance with
Section 14(a) hereof) so that Rights Certificates representing only
whole numbers of Rights are distributed and cash is paid in lieu of
any fractional Rights.  As of and after the Distribution Date, the
Rights will be evidenced solely by such Rights Certificates.

<PAGE> 6
                 (b)   Rights shall be issued in respect of all
shares of Common Stock which are issued after the Record Date but
prior to the earlier of the Distribution Date or the Expiration
Date.  Certificates representing such shares of Common Stock shall
also be deemed to be certificates for Rights, and shall bear the
following legend:

                 This certificate also evidences and entitles the
         holder hereof to certain Rights as set forth in the
         Rights Agreement between Anheuser-Busch Companies, Inc.
         and Boatmen's Trust Company, dated as of October 26,
         1994 (the "Rights Agreement"), the terms of which are
         hereby incorporated herein by reference and a copy of
         which is on file at the principal offices of Anheuser-
         Busch Companies, Inc.  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.  Anheuser-Busch
         Companies, Inc. will mail to the holder of this
         certificate a copy of the Rights Agreement, as in effect
         on the date of mailing,  without charge promptly after
         receipt of a written request therefor.  Under certain
         circumstances set forth in the Rights Agreement, Rights
         issued to, or held by, any Person who is, was or becomes
         an Acquiring Person or any Affiliate or Associate
         thereof (as such terms are defined in the Rights
         Agreement), whether currently held by or on behalf of
         such Person or by any subsequent holder, may become null
         and void.

With respect to such certificates containing the foregoing legend
and certificates containing the legends specified in the 1985
Agreement and the 1986 Agreement and with respect to previously
issued certificates that contain no comparable legend, until the
earlier of (i) the Distribution Date or (ii) the Expiration Date,
the Rights associated with the Common Stock represented by such
certificates shall be evidenced by such certificates alone and
registered holders of Common Stock shall also be the registered
holders of the associated Rights, and the transfer of any of such
certificates shall also constitute the transfer of the Rights
associated with the Common Stock represented by such certificates.

            4.   Form of Rights Certificates.
                 ---------------------------

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

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

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

            5.   Countersignature and Registration.
                 ---------------------------------

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

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

<PAGE> 8
            6.   Transfer, Split Up, Combination and Exchange of
                 -----------------------------------------------
Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights
----------------------------------------------------------------
Certificates.  (a)  Subject to the provisions of Section 4(b),
------------
Section 7(e) and Section 14 hereof, at any time after the close of
business on the Distribution Date, and at or prior to the close of
business on the Expiration Date, any Rights Certificate or
Certificates may be transferred, split up, combined or exchanged for
another Rights Certificate or Certificates, entitling the registered
holder to purchase a like number of one one-hundredths of a share of
Preferred Stock (or, following a Triggering Event, Common Stock,
other securities, cash or other assets, as the case may be) as the
Rights Certificate or Certificates surrendered then entitled such
holder (or former holder in the case of a transfer) to purchase.
Any registered holder desiring to transfer, split up, combine or
exchange any Rights Certificate or Certificates shall make such
request in writing delivered to the Rights Agent, and shall
surrender the Rights Certificate or Certificates to be transferred,
split up, combined or exchanged at the principal office or offices
of the Rights Agent designated for such purpose.  Neither the Rights
Agent nor the Company shall be obligated to take any action
whatsoever with respect to the transfer of any such surrendered
Rights Certificate until the registered holder shall have completed
and signed the certificate contained in the form of assignment on
the reverse side of such Rights Certificate and shall have provided
such additional evidence of the identity of the Beneficial Owner (or
former Beneficial Owner) or Affiliates or Associates thereof as the
Company shall reasonably request.  Thereupon the Rights Agent shall,
subject to Section 4(b), Section 7(e) and Section 14 hereof,
countersign and deliver to the Person entitled thereto a Rights
Certificate or Rights Certificates, as the case may be, as so
requested.  The Company may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in
connection with any transfer, split up, combination or exchange of
Rights Certificates.

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

<PAGE> 9
            7.   Exercise of Rights; Purchase Price; Expiration Date
                 ---------------------------------------------------
of Rights.  (a)  Subject to Section 7(e) hereof, the registered
---------
holder of any Rights Certificate may exercise the Rights evidenced
thereby (except as otherwise provided herein including, without
limitation, the restrictions on exercisability set forth in Section
9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in
part at any time after the Distribution Date upon surrender of the
Rights Certificate, with the form of election to purchase and the
certificate on the reverse side thereof duly executed, to the Rights
Agent at the principal office or offices of the Rights Agent
designated for such purpose, together with payment of the aggregate
Purchase Price with respect to the total number of one one-
hundredths of a share of Preferred Stock (or other securities, cash
or other assets, as the case may be) as to which such surrendered
Rights are then exercisable, at or prior to the earlier of (i) the
close of business on October 31, 2004 (the "Final Expiration Date"),
or (ii) the time at which the Rights are redeemed as provided in
Section 23 hereof (the earlier of (i) and (ii) being herein referred
to as the "Expiration Date").

                 (b)   The Purchase Price for each one one-hundredth
of a share of Preferred Stock pursuant to the exercise of a Right shall
initially be $195, and shall be subject to adjustment from time to time as
provided in Sections 11 and 13(a) hereof and shall be payable in accordance
with paragraph (c) below.

                 (c)   Upon receipt of a Rights Certificate representing
exercisable Rights, with the form of election to purchase and the certificate
duly executed, accompanied by payment, with respect to each Right so
exercised, of the Purchase Price per one one-hundredth of a share of Preferred
Stock (or other shares, securities, cash or other assets, as the case may be)
to be purchased as set forth below and an amount equal to any applicable
transfer tax, the Rights Agent shall, subject to Section 20(k) hereof,
thereupon promptly (i) (A) requisition from any transfer agent of the shares
of Preferred Stock (or make available, if the Rights Agent is the transfer
agent for such shares) certificates for the total number of one one-hundredths
of a share of Preferred Stock to be purchased and the Company hereby
irrevocably authorizes its transfer agent to comply with all such requests, or
(B) if the Company shall have elected to deposit the total number of shares of
Preferred Stock issuable upon exercise of the Rights hereunder with a
depositary agent, requisition from the depositary agent depositary receipts
representing such number of one one-hundredths of a share of Preferred Stock
as are to be purchased (in which case certificates for the shares of Preferred
Stock represented by such receipts shall be deposited by the transfer agent
with the depositary agent) and the Company will direct the depositary agent
to comply with such request, (ii) requisition from the Company the amount of
cash, if any, to be paid in lieu of fractional shares in accordance with
Section 14 hereof, (iii) after receipt of such certificates or depositary
receipts, cause the same to be delivered to or upon the order of the
registered holder of such Rights Certificate, registered in such name or names
as may be designated by such holder, and (iv) after receipt thereof, deliver
such cash, if any, to or upon the order of the registered holder of such
Rights Certificate.  The payment of the Purchase Price (as such amount may
be reduced pursuant to Section 11(a)(iii) hereof) may be made (x) in
cash or by certified bank check or bank draft payable to the order
of the Company, or (y) by delivery of a certificate or certificates
(with appropriate stock powers executed in blank attached thereto)
evidencing a number of shares of Common Stock equal to the then
Purchase Price divided by the closing price (as determined pursuant
to Section 11(d) hereof) per share of Common Stock on the Trading
Date immediately preceding the date of such exercise.  In the event
that the Company is obligated to issue other securities (including
Common Stock) of the Company, pay cash and/or distribute other
property pursuant to Section 11(a) hereof, the Company will make all
arrangements necessary so that such other securities, cash and/or
other property are available for distribution by the Rights Agent,
if and when appropriate.

<PAGE> 10
                 (d)   In case the registered holder of any Rights
Certificate shall exercise less than all the Rights evidenced
thereby, a new Rights Certificate evidencing Rights equivalent to
the Rights remaining unexercised shall be issued by the Rights Agent
and delivered to, or upon the order of, the registered holder of
such Rights Certificate, registered in such name or names as may be
designated by such holder, subject to the provisions of Section 14
hereof.

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

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

<PAGE> 11
            8.   Cancellation and Destruction of Rights Certificates.
                 ---------------------------------------------------
 All Rights Certificates surrendered for the purpose of exercise,
transfer, split up, combination or exchange shall, if surrendered to
the Company or any of its agents, be delivered to the Rights Agent
for cancellation or in cancelled form, or, if surrendered to the
Rights Agent, shall be cancelled by it, and no Rights Certificates
shall be issued in lieu thereof except as expressly permitted by any
of the provisions of this Agreement.  The Company shall deliver to
the Rights Agent for cancellation and retirement, and the Rights
Agent shall so cancel and retire, any other Rights Certificate purchased
or acquired by the Company otherwise than upon the exercise thereof.  The
Rights Agent shall deliver all cancelled Rights Certificates to the Company,
or shall, at the written request of the Company, destroy such cancelled Rights
Certificates, and in such case shall deliver a certificate of destruction
thereof to the Company.

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

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

                 (c)   The Company shall use its best efforts to
(i) file, as soon as practicable following the earliest date after
the first occurrence of a Section 11(a)(ii) Event on which the
consideration to be delivered by the Company upon exercise of the
Rights has been determined in accordance with Section 11(a)(iii)
hereof, or as soon as is required by law following the Distribution
Date, as the case may be, a registration statement under the
Securities Act of 1933 (the "Act"), with respect to the securities
purchasable upon exercise of the Rights on an appropriate form, (ii)
cause such registration statement to become effective as soon as
practicable after such filing, and (iii) cause such registration
statement to remain effective (with a prospectus at all times
meeting the requirements of the Act) until the earlier of (A) the
date as of which the Rights are no longer exercisable for such
securities, and (B) the date of the expiration of the Rights.  The
Company will also take such action as may be appropriate under, or
to ensure compliance with, the securities or "blue sky" laws of the
various states in connection with the exercisability of the Rights.
The Company may temporarily suspend, for a period of time not to
exceed ninety (90) days after the date set forth in clause (i) of
the first sentence of this Section 9(c), the exercisability of the
Rights in order to prepare and file such registration statement and
permit it to become effective.  Upon any such suspension, the
Company shall issue a public announcement stating that the
exercisability of the Rights has been temporarily suspended, as well
as a public announcement at such time as the suspension is no longer
in effect.  Notwithstanding any provision of this Agreement to the
contrary, the Rights shall not be exercisable in any jurisdiction
unless the requisite qualification in such jurisdiction shall have
been obtained.

<PAGE> 12
                 (d)   The Company covenants and agrees that it
will take all such action as may be necessary to ensure that all one
one-hundredths of a share of Preferred Stock (and, following the
occurrence of a Triggering Event, Common Stock and/or other
securities) delivered upon exercise of Rights shall, at the time of
delivery of the certificates for such shares (subject to payment of
the Purchase Price), be duly and validly authorized and issued and
fully paid and nonassessable.

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

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

<PAGE> 13
            11.  Adjustment of Purchase Price, Number and Kind of
                 ------------------------------------------------
Shares or Number of Rights.  The Purchase Price, the number and kind
--------------------------
of shares covered by each Right and the number of Rights outstanding
are subject to adjustment from time to time as provided in this
Section 11.

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

<PAGE> 14
                      (ii)   In the event:

                      (A) (1)  any Acquiring Person or any
         Associate or Affiliate of any Acquiring Person, at any
         time after the date of this Agreement, directly or
         indirectly, shall merge into the Company or otherwise
         combine with the Company and the Company shall be the
         continuing or surviving corporation of such merger or
         combination and the Common Stock of the Company shall
         remain outstanding and unchanged, or (2) any Person
         (other than the Company, any Subsidiary of the Company,
         any employee benefit plan of the Company or of any
         Subsidiary of the Company, or any Person or entity
         organized, appointed or established by the Company for
         or pursuant to the terms of any such plan), alone or
         together with its Affiliates and Associates, shall, at
         any time after the Rights Dividend Declaration Date,
         become the Beneficial Owner of 30% or more of the shares
         of Common Stock then outstanding, other than pursuant to
         any transaction set forth in Section 13(a) hereof, or
         pursuant to an offer for all outstanding shares of
         Common Stock at a price and upon such terms and
         conditions as a majority of the Continuing Directors
         determine to be in the best interests of the Company and
         its stockholders, other than such Person, its Affiliates
         and its Associates, 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 of the Company, or any merger or
         consolidation of the Company with any of its
         Subsidiaries or any other transaction or series of
         transactions involving the Company or any of its
         Subsidiaries, other than a transaction or transactions
         to which the provisions of Section 13(a) apply (whether
         or not with or into or otherwise involving an Acquiring
         Person) 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 which is
         directly or indirectly beneficially owned by any
         Acquiring Person or any Associate or Affiliate of any
         Acquiring Person,

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

<PAGE> 15
                      (iii)   In the event that the number of
         shares of Common Stock which are authorized by the
         Certificate of Incorporation but not outstanding or
         reserved for issuance for purposes other than upon
         exercise of the Rights are not sufficient to permit the
         exercise in full of the Rights in accordance with the
         foregoing subparagraph (ii) of this Section 11(a), the
         Company shall:  (A) determine the excess of (1) the
         value of the Adjustment Shares issuable upon the
         exercise of a Right (the "Current Value") over (2) the
         Purchase Price (such excess, the "Spread"), and (B) with
         respect to each Right, make adequate provision to
         substitute for the Adjustment Shares, upon payment of
         the applicable Purchase Price, (1) cash, (2) a reduction
         in the Purchase Price, (3) Common Stock or other equity
         securities of the Company (including, without
         limitation, shares, or units of shares, of preferred
         stock which the Board of Directors of the Company has
         deemed to have the same value as shares of Common Stock
         (such shares of preferred stock, "common stock equiva-
         lents")), (4) debt securities of the Company, (5) other
         assets, or (6) any combination of the foregoing, having
         an aggregate value equal to the Current Value, where
         such aggregate value has been determined by the Board of
         Directors of the Company based upon the advice of a
         nationally recognized investment banking firm selected
         by the Board of Directors of the Company; provided,
                                                   --------
         however, if the Company shall not have made adequate
         provision to deliver value pursuant to clause (B) above
         within thirty (30) days following the later of (x) the
         first occurrence of a Section 11(a)(ii) Event and (y)
         the date on which the Company's right of redemption
         pursuant to Section 23(a) expires (the later of (x) and
         (y) being referred to herein as the "Section 11(a)(ii)
         Trigger Date"), then the Company shall be obligated to
         deliver, upon the surrender for exercise of a Right and
         without requiring payment of the Purchase Price, shares
         of Common Stock (to the extent available) and then, if
         necessary, cash, which shares and/or cash have an
         aggregate value equal to the Spread.  If the Board of
         Directors of the Company shall determine in good faith
         that it is likely that sufficient additional shares of
         Common Stock could be authorized for issuance upon
         exercise in full of the Rights, the thirty (30) day
         period set forth above may be extended to the extent
         necessary, but not more than ninety (90) days after the
         Section 11(a)(ii) Trigger Date, in order that the
         Company may seek shareholder approval for the
         authorization of such additional shares (such period, as
         it may be extended, the "Substitution Period").  To the
         extent that the Company determines that some action need
         be taken pursuant to the first and/or second sentences
         of this Section 11(a)(iii), the Company (x) shall
         provide, subject to Section 7(e) hereof, that such
         action shall apply uniformly to all outstanding Rights,
         and (y) may suspend the exercisability of the Rights
         until the expiration of the Substitution Period in order
         to seek any authorization of additional shares and/or to
         decide the appropriate form of distribution to be made
         pursuant to such first sentence and to determine the
         value thereof.  In the event of any such suspension, the
         Company shall issue a public announcement stating that
         the exercisability of the Rights has been temporarily
         suspended, as well as a public announcement at such time
         as the suspension is no longer in effect.  For purposes
         of this Section 11(a)(iii), the value of the Common
         Stock shall be the current market price (as determined
         pursuant to Section 11(d) hereof) per share of the
         Common Stock on the Section 11(a)(ii) Trigger Date and
         the value of any "common stock equivalent" shall be
         deemed to have the same value as the Common Stock on
         such date.

<PAGE> 16
                 (b)   In case the Company shall fix a record date
for the issuance of rights, options or warrants to all holders of
Preferred Stock entitling them to subscribe for or purchase (for a
period expiring within  forty-five (45) calendar days after such
record date) Preferred Stock (or shares having the same rights,
privileges and preferences as the shares of Preferred Stock
("equivalent preferred stock")) or securities convertible into
Preferred Stock or equivalent preferred stock at a price per share
of Preferred Stock or per share of equivalent preferred stock (or
having a conversion price per share, if a security convertible into
Preferred Stock or equivalent preferred stock) less than the current
market price (as determined pursuant to Section 11(d) hereof) per
share of Preferred Stock on such record date, the Purchase Price to
be in effect after such record date shall be determined by
multiplying the Purchase Price in effect immediately prior to such
record date by a fraction, the numerator of which shall be the
number of shares of Preferred Stock outstanding on such record date,
plus the number of shares of Preferred Stock which the aggregate
offering price of the total number of shares of Preferred Stock
and/or equivalent preferred stock so to be offered (and/or the
aggregate initial conversion price of the convertible securities so
to be offered) would purchase at such current market price, and the
denominator of which shall be the number of shares of Preferred
Stock outstanding on such record date, plus the number of additional
shares of Preferred Stock and/or equivalent preferred stock to be
offered for subscription or purchase (or into which the convertible
securities so to be offered are initially convertible).  In case
such subscription price may be paid by delivery of consideration
part or all of which may be in a form other than cash, the value of
such consideration shall be as determined in good faith by the Board
of Directors of the Company, whose determination shall be described
in a statement filed with the Rights Agent and shall be binding on
the Rights Agent and the holders of the Rights.  Shares of Preferred
Stock owned by or held for the account of the Company shall not be
deemed outstanding for the purpose of any such computation.  Such
adjustment shall be made successively whenever such a record date is
fixed, and in the event that such rights or warrants are not so
issued, the Purchase Price shall be adjusted to be the Purchase
Price which would then be in effect if such record date had not been
fixed.

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

<PAGE> 17
                 (d)  (i)  For the purpose of any computation
         hereunder, other than computations made pursuant to
         Section 11(a)(iii) hereof, the "current market price"
         per share of Common Stock on any date shall be deemed to
         be the average of the daily closing prices per share of
         such Common Stock for the thirty (30) consecutive
         Trading Days (as such term is hereinafter defined)
         immediately prior to such date, and for purposes of
         computations made pursuant to Section 11(a)(iii) hereof,
         the "current market price" per share of Common Stock on
         any date shall be deemed to be the average of the daily
         closing prices per share of such Common Stock for the
         ten (10) consecutive Trading Days immediately following
         such date; provided, however, that in the event that the
                    --------
         current market price per share of the Common Stock is
         determined during a period following the announcement by
         the issuer of such Common Stock of (A) a dividend or
         distribution on such Common Stock payable in shares of
         such Common Stock or securities convertible into shares
         of such Common Stock (other than the Rights), or (B) any
         subdivision, combination or reclassification of such
         Common Stock, and prior to the expiration of the
         requisite thirty (30) Trading Day or ten (10) Trading
         Day period, as set forth above, after the ex-dividend
         date for such dividend or distribution, or the record
         date for such subdivision, combination or reclassi-
         fication, then, and in each such case, the "current
         market price" shall be properly adjusted to take into
         account ex-dividend trading.  The closing price for each
         day shall be the last sale price, regular way, or, in
         case no such sale takes place on such day, the average
         of the closing bid and asked prices, regular way, in
         either case as reported in the principal consolidated
         transaction reporting system with respect to securities
         listed or admitted to trading on the New York Stock
         Exchange or, if the shares of Common Stock are not
         listed or admitted to trading on the New York Stock
         Exchange, as reported in the principal consolidated
         transaction reporting system with respect to securities
         listed on the principal national securities exchange on
         which the shares of Common Stock are listed or admitted
         to trading or, if the shares of Common Stock are not
         listed or admitted to trading on any national securities
         exchange, the last quoted price or, if not so quoted,
         the average of the high bid and low asked prices in the
         over-the-counter market, as reported by the National
         Association of Securities Dealers, Inc. Automated
         Quotation System ("NASDAQ") or such other system then in
         use, or, if on any such date the shares of Common Stock
         are not quoted by any such organization, the average of
         the closing bid and asked prices as furnished by a
         professional market maker making a market in the Common
         Stock selected by the Board of Directors of the Company.
          If on any such date no market maker is making a market
         in the Common Stock, the  fair value of such shares on
         such date as determined in good faith by the Board of
         Directors of the Company shall be used.  The term
         "Trading Day" shall mean a day on which the principal
         national securities exchange on which the shares of
         Common Stock are listed or admitted to trading is open
         for the transaction of business or, if the shares of
         Common Stock are not listed or admitted to trading on
         any national securities exchange, a Business Day.  If
         the Common Stock is not publicly held or not so listed
         or traded, "current market price" per share shall mean
         the fair value per share as determined in good faith by
         the Board of Directors of the Company, whose
         determination shall be described in a statement filed
         with the Rights Agent and shall be conclusive for all
         purposes.

<PAGE> 18
                      (ii)  For the purpose of any computation
         hereunder, the "current market price" per share of
         Preferred Stock shall be determined in the same manner
         as set forth above for the Common Stock in clause (i) of
         this Section 11(d) (other than the last sentence
         thereof).  If the current market price per share of
         Preferred Stock cannot be determined in the manner
         provided above or if the Preferred Stock is not publicly
         held or listed or traded in a manner described in clause
         (i) of this Section 11(d), the "current market price"
         per share of Preferred Stock shall be conclusively
         deemed to be an amount equal to 100 (as such number may
         be appropriately adjusted for such events as stock
         splits, stock dividends and recapitalizations with
         respect to the Common Stock occurring after the date of
         this Agreement) multiplied by the current market price
         per share of the Common Stock.  If neither the Common
         Stock nor the Preferred Stock is publicly held or so
         listed or traded, "current market price" per share of
         the Preferred Stock shall mean the fair value per share
         as determined in good faith by the Board of Directors of
         the Company, whose determination shall be described in a
         statement filed with the Rights Agent and shall be
         conclusive for all purposes.  For all purposes of this
         Agreement, the "current market price" of one one-
         hundredth of a share of Preferred Stock shall be equal
         to the "current market price" of one share of Preferred
         Stock divided by 100.

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

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

<PAGE> 19
                 (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 share of Preferred
Stock purchasable from time to time hereunder upon exercise of the
Rights, all subject to further adjustment as provided herein.

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

<PAGE> 20
                 (j)   Irrespective of any adjustment or change in
the Purchase Price or the number of one one-hundredths of a share of
Preferred Stock issuable upon the exercise of the Rights, the Rights
Certificates theretofore and thereafter issued may continue to
express the Purchase Price per one one-hundredth of a share and the
number of one one-hundredth of a share which were expressed in the
initial Rights Certificates issued hereunder.

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

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

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

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

<PAGE> 21
                 (o)   The Company covenants and agrees that, after
the Distribution Date, it will not, except as permitted by Section
23 or Section 26 hereof, take (or permit any Subsidiary to take) any
action if at the time such action is taken it is reasonably
foreseeable that such action will diminish substantially or
otherwise eliminate the benefits intended to be afforded by the
Rights.

                 (p)   Anything in this Agreement to the contrary
notwithstanding, in the event that the Company shall at any time
after the Rights Dividend Declaration Date and prior to the
Distribution Date (i) declare a dividend on the outstanding shares
of Common Stock payable in shares of Common Stock, (ii) subdivide
the outstanding shares of Common Stock, or (iii) combine the
outstanding shares of Common Stock into a smaller number of shares,
the number of Rights associated with each share of Common Stock then
outstanding, or issued or delivered thereafter but prior to the
Distribution Date, shall be proportionately adjusted so that the
number of Rights thereafter associated with each share of Common
Stock following any such event shall equal the result obtained by
multiplying the number of Rights associated with each share of
Common Stock immediately prior to such event by a fraction the
numerator which shall be the total number of shares of Common Stock
outstanding immediately prior to the occurrence of the event and the
denominator of which shall be the total number of shares of Common
Stock outstanding immediately following the occurrence of such
event.

            12.  Certificate of Adjusted Purchase Price or Number of
                 ---------------------------------------------------
Shares.  Whenever an adjustment is made as provided in Section 11
------
and Section 13 hereof, the Company shall (a) promptly prepare a
certificate setting forth such adjustment and a brief statement of
the facts accounting for such adjustment, (b) promptly file with the
Rights Agent, and with each transfer agent for the Preferred Stock
and the Common Stock, a copy of such certificate, and (c) mail a
brief summary thereof to each holder of a Rights Certificate (or, if
prior to the Distribution Date, to each holder of a certificate
representing shares of Common Stock) in accordance with Section 25
hereof.  The Rights Agent shall be fully protected in relying on any
such certificate and on any adjustment therein contained.

<PAGE>  22
            13.  Consolidation, Merger or Sale or Transfer of Assets
                 ---------------------------------------------------
or Earning Power.
----------------

                 (a)   In the event that, following the Stock
Acquisition Date, directly or indirectly, (x) the Company shall
consolidate with, or merge with and into, any other Person (other
than a Subsidiary of the Company in a transaction which complies
with Section 11(o) hereof), and the Company shall not be the
continuing or surviving corporation of such consolidation or merger,
(y) any Person (other than a Subsidiary of the Company in a
transaction which complies with Section 11(o) hereof) shall
consolidate with, or merge with or into, the Company, and the
Company shall be the continuing or surviving corporation of such
consolidation or merger and, in connection with such consolidation
or merger, all or part of the outstanding shares of Common Stock
shall be changed into or exchanged for stock or other securities of
any other Person or cash or any other property, or (z) the Company
shall sell or otherwise transfer (or one or more of its Subsidiaries
shall sell or otherwise transfer), in one transaction or a series of
related transactions, assets or earning power aggregating more than
50% of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to any Person or Persons (other than
the Company or any Subsidiary of the Company in one or more
transactions each of which complies with Section 11(o) hereof),
then, and in each such case, proper provision shall be made so that:
(i) each holder of a Right, except as provided in Section 7(e)
hereof, shall thereafter have the right to receive, upon the
exercise thereof at the then current Purchase Price in accordance
with the terms of this Agreement, such number of validly authorized
and issued, fully paid, nonassessable and freely tradeable shares of
Common Stock of the Principal Party (as such term is hereinafter
defined), not subject to any liens, encumbrances, rights of first
refusal or other adverse claims, as shall be equal to the result
obtained by (1) multiplying the then current Purchase Price by the
number of one one-hundredths of a share of Preferred Stock for which
a Right is exercisable immediately prior to the first occurrence of
a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred
prior to the first occurrence of a Section 13 Event, multiplying the
number of such one one-hundredths of a share for which a Right was
exercisable immediately prior to the first occurrence of a Section
11(a)(ii) Event by the Purchase Price in effect immediately prior to
such first occurrence), and dividing that product (which, following
the first occurrence of a Section 13 Event, shall be referred to as
the "Purchase Price" for each Right and for all purposes of this
Agreement) by (2) 50% of the current market price (determined
pursuant to Section 11(d)(i) hereof) per share of the Common Stock
of such Principal Party on the date of consummation of such Section
13 Event; (ii) such Principal Party shall thereafter be liable for,
and shall assume, by virtue of such Section 13 Event, all the
obligations and duties of the Company pursuant to this Agreement;
(iii) the term "Company" shall thereafter be deemed to refer to such
Principal Party, it being specifically intended that the provisions
of Section 11 hereof shall apply only to such Principal Party
following the first occurrence of a Section 13 Event; (iv) such
Principal Party shall take such steps (including, but not limited
to, the reservation of a sufficient number of shares of its Common
Stock) in connection with the consummation of any such transaction
as may be necessary to assure that the provisions hereof shall
thereafter be applicable, as nearly as reasonably may be, in
relation to its shares of Common Stock thereafter deliverable upon
the exercise of the Rights; and (v) the provisions of Section
11(a)(ii) hereof shall be of no effect following the first
occurrence of any Section 13 Event.

<PAGE> 23
                 (b)   "Principal Party" shall mean

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

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

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

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

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

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

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

<PAGE> 24
            14.  Fractional Rights and Fractional Shares.
                 ---------------------------------------

                 (a)   The Company shall not be required to issue
fractions of Rights, except prior to the Distribution Date as
provided in Section 11(p) hereof, or to distribute Rights Certifi-
cates which evidence fractional Rights.  In lieu of such fractional
Rights, there shall be paid to the registered holders of the Rights
Certificates with regard to which such fractional Rights would
otherwise be issuable, an amount in cash equal to the same fraction
of the current market value of a whole Right.  For purposes of this
Section 14(a), the current market value of a whole Right shall be
the closing price of the Rights for the Trading Day immediately
prior to the date on which such fractional Rights would have been
otherwise issuable.  The closing price of the Rights for any day
shall be the last sale price, regular way, or, in case no such sale
takes place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities
listed or admitted to trading on the New York Stock Exchange or, if
the Rights are not listed or admitted to trading on the New York
Stock Exchange, as reported 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 on
such date as determined in good faith by the Board of Directors of
the Company shall be used.

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

                 (c)   Following the occurrence of a Triggering
Event, the Company shall not be required to issue fractions of
shares of Common Stock upon exercise of the Rights or to distribute
certificates which evidence fractional shares of Common Stock.  In
lieu of fractional shares of Common Stock, the Company may pay to
the registered holders of Rights Certificates at the time such
Rights are exercised as herein provided an amount in cash equal to
the same fraction of the current market value of one (1) share of
Common Stock.  For purposes of this Section 14(c), the current
market value of one share of Common Stock shall be the closing price
of one share of Common Stock (as determined pursuant to Section
11(d)(i) hereof) for the Trading Day immediately prior to the date
of such exercise.

                 (d)   The holder of a Right by the acceptance of
the Rights expressly waives his right to receive any fractional
Rights or any fractional shares upon exercise of a Right, except as
permitted by this Section 14.

<PAGE> 25
            15.   Rights of Action.  All rights of action in respect
                  ----------------
of this Agreement are vested in the respective registered holders of
the Rights Certificates (and, prior to the Distribution Date, the
registered holders of the Common Stock); and any registered holder
of any Rights Certificate (or, prior to the Distribution Date, of
the Common Stock), without the consent of the Rights Agent or of the
holder of any other Rights Certificate (or, prior to the
Distribution Date, of the Common Stock), may, in 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 Rights Certificate in the manner provided in such
Rights Certificate and in this Agreement.  Without limiting the
foregoing or any remedies available to the holders of Rights, it is
specifically acknowledged that the holders of Rights would not have
an adequate remedy at law for any breach of this Agreement and shall
be entitled to specific performance of the obligations hereunder and
injunctive relief against actual or threatened violations of the
obligations hereunder of any Person subject to this Agreement.

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

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

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

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

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

<PAGE> 26
            17.  Rights Certificate Holder Not Deemed a Stockholder.
                 --------------------------------------------------
 No holder, as such, of any Rights Certificate shall be entitled to
vote, receive dividends or be deemed for any purpose the holder of
the number of one one-hundredths of a share of Preferred Stock 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 Rights Certificate be
construed to confer upon the holder of any Rights Certificate, as
such, any of the rights of a stockholder of the Company or any right
to vote for the election of directors or upon any matter submitted
to stockholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings or
other actions affecting stockholders (except as provided in Section
24 hereof), or to receive dividends or subscription rights, or
otherwise, until the Right or Rights evidenced by such Rights
Certificate shall have been exercised in accordance with the
provisions hereof.

            18.  Concerning the Rights Agent.
                 ---------------------------

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

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

<PAGE> 27
            19.  Merger or Consolidation or Change of Name of Rights Agent.
                 ---------------------------------------------------------

                 (a)   Any corporation into which the Rights Agent
or any successor Rights Agent may be merged or with which it may be
consolidated, or any corporation resulting from any merger or
consolidation to which the Rights Agent or any successor Rights
Agent shall be a party, or any corporation succeeding to the
corporate trust 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,
                                                      --------
however, 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 Rights Certificates
shall have been countersigned but not delivered, any such successor
Rights Agent may adopt the countersignature of a predecessor Rights
Agent and deliver such Rights Certificates so countersigned; and in
case at that time any of the Rights Certificates shall not have been
countersigned, any successor Rights Agent may countersign such
Rights Certificates either in the name of the predecessor or in the
name of the successor Rights Agent; and in all such cases such
Rights Certificates shall have the full force provided in the Rights
Certificates and in this Agreement.

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

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

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

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

<PAGE> 28
                 (c)   The Rights Agent shall be liable hereunder
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 Rights Certificates or be required to
verify the same (except as to its countersignature on such Rights
Certificates), but all such statements and recitals are and shall be
deemed to have been made by the Company only.

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

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

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

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

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

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

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

<PAGE> 29
            21.  Change of Rights Agent.  The Rights Agent or any
                 ----------------------
successor Rights Agent may resign and be discharged from its duties
under this Agreement upon thirty (30) days' notice in writing mailed
to the Company, and to each transfer agent of the Common Stock and
Preferred Stock, by registered or certified mail, and to the holders
of the Rights Certificates by first-class mail.  The Company may
remove the Rights Agent or any successor Rights Agent upon thirty
(30) days' notice in writing, mailed to the Rights Agent or
successor Rights Agent, as the case may be, and to each transfer
agent of the Common Stock and Preferred Stock, by registered or
certified mail, and to the holders of the Rights Certificates by
first-class mail.  If the Rights Agent shall resign or be removed or
shall otherwise become incapable of acting, the Company shall
appoint a successor to the Rights Agent.  If the Company shall fail
to make such appointment within a period of thirty (30) days after
giving notice of such removal or after it has been notified in
writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder of a Rights Certificate
(who shall, with such notice, submit his Rights Certificate for
inspection by the Company), then any registered holder of any Rights
Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent.  Any successor Rights Agent,
whether appointed by the Company or by such a court, shall be a
corporation organized and doing business under the laws of the
United States or of the State of Missouri (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 Missouri), in good
standing, having a principal office in the State of Missouri, which
is authorized under such laws to exercise corporate trust 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 $100,000,000.
After appointment, the successor Rights Agent shall be vested with
the same powers, rights, duties and responsibilities as if it had
been originally named as Rights Agent without further act or deed;
but the predecessor Rights Agent shall deliver and transfer to the
successor Rights Agent any property at the time held by it
hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose.  Not later than
the effective date of any such appointment, the Company shall file
notice thereof in writing with the predecessor Rights Agent and each
transfer agent of the Common Stock and the Preferred Stock, and mail
a notice thereof in writing to the registered holders of the Rights
Certificates.  Failure to give any notice provided for in this
Section 21, 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.

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

<PAGE> 30
            23.  Redemption and Termination.
                 --------------------------

                 (a)   The Board of Directors of the Company may,
at its option, at any time prior to the earlier of (i) the close of
business on the tenth business day following the Stock Acquisition
Date or (ii) the Final Expiration Date, redeem all but not less than
all the then outstanding Rights at a redemption price of $.01 per
Right, as such amount may be 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"); provided, however, that if, following
                            --------
the occurrence of a Stock Acquisition Date and following the
expiration of the right of redemption hereunder but prior to any
Triggering Event, (i) a Person who is an Acquiring Person shall have
transferred or otherwise disposed of a number of shares of Common
Stock in one transaction or series of transactions, not directly or
indirectly involving the Company or any of its Subsidiaries, which
did not result in the occurrence of a Triggering Event such that
such Person is thereafter a Beneficial Owner of 10% or less of the
outstanding shares of Common Stock, and (ii) there are no other
Persons, immediately following the occurrence of the event described
in clause (i), who are Acquiring Persons, then the right of redemption
shall be reinstated and thereafter be subject to the provisions
of this Section 23. Notwithstanding anything contained in this
Agreement to the contrary, the Rights shall not be exercisable after
the first occurrence of a Section 11(a)(ii) Event until such time as
the Company's right of redemption hereunder has expired.

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

<PAGE> 31
            24.  Notice of Certain Events.
                 ------------------------

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

                 (b)   In case any of the events set forth in
Section 11(a)(ii) hereof shall occur, then, in any such case, (i)
the Company shall as soon as practicable thereafter give to each
holder of a Rights Certificate, to the extent feasible and in
accordance with Section 25 hereof, a notice of the occurrence of
such event, which shall specify the event and the consequences of
the event to holders of Rights under Section 11(a)(ii) hereof, and
(ii) all references in the preceding paragraph to Preferred Stock
shall be deemed thereafter to refer to Common Stock and/or, if
appropriate, other securities.

<PAGE> 32
            25.  Notices.  Notices or demands authorized by this
                 -------
Agreement to be given or made by the Rights Agent or by the holder
of any Rights Certificate to or on the Company shall be sufficiently
given or made if sent by first-class mail, postage prepaid,
addressed (until another address is filed in writing with the Rights
Agent) as follows:

            Anheuser-Busch Companies, Inc.
            One Busch Place
            St. Louis, Missouri 63118-1852
            Attention:  Corporate Secretary

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

            Boatmen's Trust Company
            510 Locust Street
            St. Louis, Missouri  63101
            Attention:  Corporate Trust Department

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

            26.  Supplements and Amendments.  Prior to the Distribution
                 --------------------------
Date and subject to the penultimate sentence of this Section 26, the Company
and the Rights Agent shall, if the Company so directs, supplement or amend any
provision of this Agreement without the approval of any holders of
certificates representing shares of Common Stock.  From and after the
Distribution Date and subject to the penultimate sentence of this Section 26,
the Company and the Rights Agent shall, if the Company so directs, supplement
or amend this Agreement without the approval of any holders of Rights
Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement
any provision contained herein which may be defective or inconsistent with any
lengthen any time period hereunder, or (iv) to change or supplement
the provisions hereunder in any manner which the Company may deem necessary or
desirable and which shall not adversely affect the interests of the holders of
Rights Certificates; provided, this Agreement may not be supplemented or
                     --------
amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time
period relating to when the Rights may be redeemed at such time as the Rights
are not then redeemable, or (B) any other time period unless such lengthening
is for the purpose of protecting, enhancing or clarifying the rights of,
and/or the benefits to, the holders of Rights.  Upon the delivery of a
certificate from an appropriate officer of the Company which states that the
proposed supplement or amendment is in compliance with the terms of this
Section 26, the Rights Agent shall execute such supplement or amendment.
Notwithstanding anything contained in this Agreement to the contrary, no
supplement or amendment shall be made which changes the Redemption Price, the
Final Expiration Date, the Purchase Price or the number of one one-hundredths
of a share of Preferred Stock for which a Right is exercisable; provided,
                                                                --------
however, that at any time prior to (i) the existence of an Acquiring Person or
(ii) the date that a tender or exchange offer by any Person (other than the
Company, any Subsidiary of the Company, any employee benefit plan of the
Company or any Subsidiary of the Company, or any Person or entity organized,
appointed or established by the Company for or pursuant to the terms of any
such plan) is first published or sent or given within the meaning of Rule
14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon
consummation thereof, such Person would be the Beneficial Owner of 30% or more
of the shares of Common Stock then outstanding, the Board of Directors of the
Company may amend this Agreement to increase the Purchase Price or extend the
Final Expiration Date.  Prior to the Distribution Date, the interests of
the holders of Rights shall be deemed coincident with the interests of the
holders of Common Stock.

<PAGE> 33
            27.  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.

            28.  Determinations and Actions by the Board of Directors, etc.
                 ---------------------------------------------------------
For all purposes of this Agreement, any calculation of the number of shares of
Common Stock outstanding at any particular time, including for purposes of
determining the particular percentage of such outstanding shares of Common
Stock of which any Person is the Beneficial Owner, shall be made in accordance
with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and
Regulations under the Exchange Act.  The Board of Directors of the Company
(with, where specifically provided for herein, the concurrence of the
Continuing Directors) shall have the exclusive power and authority to
administer this Agreement and to exercise all rights and powers specifically
granted to the Board (with, where specifically provided for herein, the
concurrence of the Continuing Directors) or to the Company, or as may be
necessary or advisable in the administration of this Agreement, including,
without limitation, the right and power to (i) interpret the provisions of
this Agreement, and (ii) make all determinations deemed necessary or advisable
for the administration of this Agreement (including a determination to redeem
or not redeem the Rights or to amend the Agreement).  All such actions,
calculations, interpretations and determinations (including, for purposes of
clause (y) below, all omissions with respect to the foregoing) which
are done or made by the Board (with, where specifically provided for
herein, the concurrence of the Continuing Directors) in good faith,
shall (x) be final, conclusive and binding on the Company, the
Rights Agent, the holders of the Rights and all other parties, and
(y) not subject the Board or the Continuing Directors to any
liability to the holders of the Rights.

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

            30.  Severability.  If any term, provision, covenant or
                 ------------
restriction of this Agreement is held by a court of competent
jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect
and shall in no way be affected, impaired or invalidated; provided,
                                                          --------
however, that notwithstanding anything in this Agreement to the
contrary, if any such term, provision, covenant or restriction is
held by such court or authority to be invalid, void or unenforceable
and the Board of Directors of the Company determines in its good
faith judgment that severing the invalid language from this
Agreement would adversely affect the purpose or effect of this
Agreement, the right of redemption set forth in Section 23 hereof
shall be reinstated and shall not expire until the close of business
on the tenth day following the date of such determination by the
Board of Directors.  Without limiting the foregoing, if any
provision requiring a majority of the Board of Directors of the
Company to be Continuing Directors to act is held by any court of
competent jurisdiction or other authority to be invalid, void or
unenforceable, such determination shall then be made by the Board of
Directors of the Company in accordance with applicable law and the
Company's Certificate of Incorporation and By-Laws.

<PAGE> 34
            31.  Governing Law.  This Agreement, each Right and each
                 -------------
Rights Certificate issued hereunder shall be deemed to be a contract
made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of
such State applicable to contracts made and to be performed entirely
within such State.

            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.

            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.

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


Attest:                                     ANHEUSER-BUSCH COMPANIES, INC.

Corporate Seal


    By /s/ Laura Reeves                     By /s/ Ellis W. McCracken, Jr.
      -----------------------------------     --------------------------------
       Name:  Laura Reeves                    Name:  Ellis W. McCracken, Jr.
       Title: Assistant Secretary             Title: Vice President and
                                                     General Counsel


Attest:                                     BOATMEN'S TRUST COMPANY

Corporate Seal

    By /s/ R. Clasquin                      By /s/ H. E. Bradford
      -----------------------------------     --------------------------------
       Name:  R. Clasquin                     Name:  H. E. Bradford
       Title: Assistant Secretary             Title: Senior Vice President

<PAGE> 35
                                                                      Exhibit A
                                                                      ---------


                           [Form of Rights Certificate]



Certificate No. R-                                             _________ Rights



      NOT EXERCISABLE AFTER OCTOBER 31, 2004 OR EARLIER IF REDEEMED
      BY THE COMPANY.  THE RIGHTS ARE SUBJECT TO REDEMPTION,
      AT THE OPTION OF THE COMPANY, AT $.01 PER RIGHT ON THE
      TERMS SET FORTH IN THE RIGHTS AGREEMENT.  UNDER CERTAIN
      CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING
      PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND
      ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND
      VOID.  [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE
      ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME
      AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN
      ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
      AGREEMENT).  ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE
      RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE
      CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.]<F1>

[FN]
--------------------------
<F1>  The portion of the legend in brackets shall be inserted only if
      applicable and shall replace the preceding sentence.


                            Rights Certificate

                      ANHEUSER-BUSCH COMPANIES, INC.


            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 October
26, 1994 (the "Rights Agreement"), between Anheuser-Busch Companies,
Inc., a Delaware corporation (the "Company"), and Boatmen's Trust
Company, a trust company organized under the State of Missouri (the
"Rights Agent"), to purchase from the Company at any time prior to 4:45
P.M. (St. Louis time) on October 31, 2004 at the office or offices of
the Rights Agent designated for such purpose, or its successors as
Rights Agent, one one-hundredth of a fully paid, nonassessable share of
Series B Junior Participating Preferred Stock (the "Preferred Stock") of
the Company, at a purchase price of $195 per one one-hundredth of a
share (the "Purchase Price"), upon presentation and surrender of this
Rights Certificate with the Form of Election to Purchase and related
Certificate duly executed.  The Purchase Price shall be paid, at the
election of the holder, in cash or shares of Common Stock of the Company
having an equivalent value.  The number of Rights evidenced by this
Rights Certificate (and the number of shares which may be purchased upon
exercise thereof) set forth above, and the Purchase Price per share set
forth above, are the number and Purchase Price as of October 26, 1994,
based on the Preferred Stock as constituted at such date.

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

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

<PAGE> 36
            This Rights Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms,
provisions and conditions are hereby incorporated herein by reference
and made a part hereof and to which Rights Agreement reference is hereby
made for a full description of the rights, limitations of rights,
obligations, duties and immunities hereunder of the Rights Agent, the
Company and the holders of the Rights Certificates, which limitations of
rights include the temporary suspension of the exercisability of such
Rights under the specific circumstances set forth in the Rights
Agreement.  Copies of the Rights Agreement are on file at the above-
mentioned office of the Rights Agent and are also available upon written
request to the Rights Agent.

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

            Subject to the provisions of the Rights Agreement, the
Rights evidenced by this Certificate may be redeemed by the Company at
its option at a redemption price of $.01 per Right at any time prior to
the earlier of the close of business on (i) the tenth business day
following the Stock Acquisition Date (as such time period may be
extended pursuant to the Rights Agreement), and (ii) the Final
Expiration Date.  After the expiration of the redemption period, the
Company's right of redemption may be reinstated if an Acquiring Person
reduces his beneficial ownership to 10% or less of the outstanding
shares of Common Stock in a transaction or series of transactions not
involving the Company.

<PAGE> 37
            No fractional shares of Preferred Stock 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 share
of Preferred Stock, 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 Rights Certificate shall be entitled to
vote or receive dividends or be deemed for any purpose the holder of
shares of Preferred Stock or of any other securities of the Company
which may at any time be issuable on the exercise hereof, nor shall
anything contained in the Rights Agreement or herein be construed to
confer upon the holder hereof, as such, any of the rights of a
shareholder of the Company or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting
thereof, or to give or withhold consent to any corporate action, or, to
receive notice of meetings or other actions affecting shareholders
(except as provided in the Rights Agreement), or to receive dividends or
subscription rights, or otherwise, until the Right or Rights evidenced
by this Rights Certificate shall have been exercised as provided in the
Rights Agreement.

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

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


Dated as of _________ __, ____


ATTEST:                                     ANHEUSER-BUSCH COMPANIES, INC.


___________________________________         By____________________________
            Secretary                         Title:


Countersigned:

BOATMEN'S TRUST COMPANY


By________________________________
       Authorized Signature

               [Form of Reverse Side of Rights Certificate]

<PAGE> 38
                          FORM OF ASSIGNMENT
                          ------------------

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


FOR VALUE RECEIVED __________________________________________________________
hereby sells, assigns and transfers unto ____________________________________
______________________________________________________________________________
           (Please print name and address of transferee)

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


Date: ________________________, ____



                                            __________________________________
                                                         Signature

Signature Guaranteed:


<PAGE> 39
                                 Certificate
                                 -----------

            The undersigned hereby certifies by checking the appropriate
boxes that:

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

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


Dated: ___________, ____

                                            __________________________________
                                                         Signature

Signature Guaranteed:


                                NOTICE
                                ------

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

<PAGE> 40
                      FORM OF ELECTION TO PURCHASE
                      ----------------------------

            (To be executed if holder desires to
            exercise Rights represented by the
            Rights Certificate.)


To:  ANHEUSER-BUSCH COMPANIES, INC.:

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


Please insert social security
or other identifying number

______________________________________________________________________________
                     (Please print name and address)

______________________________________________________________________________



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


Please insert social security
or other identifying number

______________________________________________________________________________
                     (Please print name and address)

______________________________________________________________________________

______________________________________________________________________________



Dated:  _______________, ____


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


Signature Guaranteed:

<PAGE> 41
                                    Certificate
                                    -----------

            The undersigned hereby certifies by checking the appropriate
boxes that:

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

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


Dated: ___________, ____                    __________________________________
                                                          Signature


Signature Guaranteed:

                                    NOTICE
                                    ------

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


<PAGE> 42
                                                               EXECUTION COPY



______________________________________________________________________________



                          ANHEUSER-BUSCH COMPANIES, INC.

                                       and

                              BOATMEN'S TRUST COMPANY

                                    Rights Agent

                               ______________________



                                  Rights Agreement

                            Dated as of October 26, 1994



______________________________________________________________________________

<PAGE> 43
<TABLE>
                               Table of Contents
                               -----------------
<CAPTION>

Section                                                                  Page
-------                                                                  ----
<S>                                                                        <C>
1.    Certain Definitions                                                   2

2.    Appointment of Rights Agent                                           6

3.    Issue of Rights Certificates                                          6

4.    Form of Rights Certificates                                           8

5.    Countersignature and Registration                                     9

6.    Transfer, Split Up, Combination and Exchange of Rights
           Certificates; Mutilated, Destroyed, Lost or Stolen
           Rights Certificates                                             10

7.    Exercise of Rights; Purchase Price; Expiration Date of
           Rights                                                          11

8.    Cancellation and Destruction of Rights Certificates                  14

9.    Reservation and Availability of Capital Stock                        15

10.   Preferred Stock Record Date                                          17

11.   Adjustment of Purchase Price, Number and Kind of Shares or
           Number of Rights                                                17

12.   Certificate of Adjusted Purchase Price or Number of Shares           30

13.   Consolidation, Merger or Sale or Transfer of Assets or
           Earning Power                                                   31

14.   Fractional Rights and Fractional Shares                              34

15.   Rights of Action                                                     35

16.   Agreement of Rights Holders                                          36

17.   Rights Certificate Holder Not Deemed a Stockholder                   37

18.   Concerning the Rights Agent                                          37

19.   Merger or Consolidation or Change of Name of Rights Agent            38

20.   Duties of Rights Agent                                               39

21.   Change of Rights Agent                                               42

22.   Issuance of New Rights Certificates                                  43

23.   Redemption and Termination                                           43

24.   Notice of Certain Events                                             45

25.   Notices                                                              46

26.   Supplements and Amendments                                           47

27.   Successors                                                           48

28.   Determinations and Actions by the Board of Directors, etc.           48

29.   Benefits of this Agreement                                           49

30.   Severability                                                         49

31.   Governing Law                                                        49

32.   Counterparts                                                         50

33.   Descriptive Headings                                                 50


Exhibit A -- Form of Rights Certificate                                   A-1


</TABLE>