SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                  FORM 8-K

             CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                    THE SECURITIES EXCHANGE ACT OF 1934

     DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)  January 21, 1996

                          The Williams Companies, Inc.                
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          Delaware                      1-4174              73-0569878
      (STATE OR OTHER                (COMMISSION         (I.R.S. EMPLOYER
       JURISDICTION                   FILE NUMBER)        IDENTIFICATION NO.)
     OF INCORPORATION)

          One Williams Center, Tulsa, Oklahoma                 74172
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)          (ZIP CODE)

     REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE  (918) 588-2000

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     ITEM 5

               On January 21, 1996, the Board of Directors of The
     Williams Companies, Inc. (the "Company") adopted a Stockholder
     Rights Plan (the "Rights Plan")  to replace its existing rights
     plan which expires at the close of business February 6, 1996. 
     Under the Rights Plan, rights ("Rights") will be distributed at
     the close of business on February 6, 1996 as a dividend at the
     rate of one Right for each share of common stock, par value $1.00
     per share (the "Common Stock"), of the Company held by
     stockholders of record as of the close of business on February 6,
     1996.  Each Right entitles the registered holder to purchase from
     the Company a unit (a "Unit") consisting of one two-hundredth of
     a share of Series A Junior Participating Preferred Stock, par
     value $1.00 per share (the "Preferred Stock"), at a purchase
     price of $140.00 per Unit (the "Purchase Price"), subject to
     adjustment.  The description and terms of the Rights are set
     forth in the form of Rights Agreement (the "Rights Agreement"),
     dated as of February __, 1996, between the Company and First
     Chicago Trust Company of New York, as Rights Agent (the "Rights
     Agent").  Also on January 21, 1996, the Company's Board of
     Directors increased the number of authorized shares of Preferred
     Stock from 400,000 shares to 1,200,000 shares.

               Initially, the Rights will be attached to all Common
     Stock certificates representing shares then outstanding, and no
     separate Rights Certificate will be distributed.  The Rights will
     separate from the Common Stock and a Distribution Date will occur
     upon the earlier of (i) 10 days following a public announcement
     that a person or group of affiliated or associated persons (an
     "Acquiring Person") has acquired, or obtained the right to
     acquire, beneficial ownership of 15% or more of the outstanding
     shares of Common Stock (the "Stock Acquisition Date"), (ii) 10
     business days following the commencement of a tender offer or
     exchange offer that would result in a person or group
     beneficially owning 15% or more of such outstanding shares of
     Common Stock, or (iii) 10 business days after the Board of
     Directors of the Company determines any person, alone or together
     with its affiliates and associates, has become the Beneficial
     Owner of an amount of Common Stock which the Board of Directors
     determines to be substantial (which amount shall in no event be
     less than 10% of the shares of Common Stock outstanding) and at
     least a majority of the Board of Directors who are not officers
     of the Company, after reasonable inquiry and investigation,
     including consultation with such persons as such directors shall
     deem appropriate, shall determine that (a) such beneficial
     ownership by such person is intended to cause the Company to
     repurchase the Common Stock beneficially owned by such persons or
     to cause pressure on the Company to take action or enter into a
     transaction or series of transactions intended to provide such
     person with short-term financial gain under circumstances where
     the Board of Directors determines that the best long-term
     interests of the Company and its stockholders would not be served
     by taking such action or entering into such transactions or
     series of transactions at that time or (b) such beneficial
     ownership is causing or reasonably likely to cause a material
     adverse impact (including, but not limited to, impairment of
     relationships with customers or impairment of the Company's
     ability to maintain its competitive position) on the business or
     prospects of the Company (any such person being referred to
     herein as an "Adverse Person").  Until the Distribution Date, (i)
     the Rights will be evidenced by the Common Stock certificates and
     will be transferred with and only with such Common Stock
     certificates, (ii) new Common Stock certificates will contain a
     notation incorporating the Rights Agreement by reference and
     (iii) the surrender for transfer of any certificates for Common
     Stock outstanding will also constitute the transfer of the Rights
     associated with the Common Stock represented by such certificate.

               The Rights are not exercisable until the Distribution
     Date and will expire at the close of business on  February 6,
     2006 unless earlier redeemed by the Company as described below.

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

               In the event that (i) an Acquiring Person becomes the
     beneficial owner of 15% or more of the then outstanding shares of
     Common Stock (unless such acquisition is made pursuant to a
     tender or exchange offer for all outstanding shares of the
     Company, at a price determined by a majority of the independent
     directors of the Company who are not representatives, nominees,
     Affiliates or Associates of an Acquiring Person to be fair and
     otherwise in the best interest of the Company and its
     stockholders), or (ii) the Board of Directors determines that a
     Person is an Adverse Person, each holder of a Right will
     thereafter have the right to receive, upon exercise, Common Stock
     (or, in certain circumstances, cash, property or other securities
     of the Company), having a value equal to two times the Exercise
     Price of the Right.  The Exercise Price is the Purchase Price
     times the number of shares of Common Stock associated with each
     Right (initially, one).  Notwithstanding any of the foregoing,
     following the occurrence of any of the events set forth in this
     paragraph (the "Flip-In Events"), all Rights that are, or (under
     certain circumstances specified in the Rights Agreement) were,
     beneficially owned by any Acquiring Person will be null and void. 
     However, Rights are not exercisable following the occurrence of
     any of the Flip-In Events set forth above until such time as the
     Rights are no longer redeemable by the Company as set forth
     below.

               In the event that following the Stock Acquisition Date,
     (i) the Company engages in a merger or business combination
     transaction in which the Company is not the surviving corporation
     (other than a merger that follows a tender offer determined to be
     fair to the stockholders of the Company, as described in the
     preceding paragraph); (ii) the Company engages in a merger or
     business combination transaction in which the Company is the
     surviving corporation and the Common Stock of the Company is
     changed or exchanged; or (iii) 50% or more of the Company's
     assets, cash flow or earning power is sold or transferred, each
     holder of a Right (except Rights which have previously been
     voided as set forth above) shall thereafter have the right to
     receive, upon exercise of the Right, Common Stock of the
     acquiring company having a value equal to two times the Exercise
     Price of the Right.

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

               With certain exceptions, no adjustments in the Purchase
     Price will be required until cumulative adjustments amount to at
     least 1% of the Purchase Price.  No fractional Units will be
     issued and, in lieu thereof, an adjustment in cash will be made
     based on the market price of the Preferred Stock on the last
     trading date prior to the date of exercise.

               At any time until 10 days following the Stock
     Acquisition Date, the Company may redeem the Rights in whole, but
     not in part, at a price of $0.01 per Right.  Immediately upon the
     action of the Board of Directors ordering redemption of the
     Rights, the Rights will terminate and the only right of the
     holders of Rights will be to receive the $0.01 redemption price.

               The Board has the right to redeem all or a portion of
     the Rights following the occurrence of a Flip-In Event by
     exchanging shares of Common Stock (or equivalent units of
     Preferred Stock) for outstanding Rights at a ratio of one to one. 
     Upon exercise of the exchange feature, Rights held by all
     shareholders will be exchanged (on a pro rata basis if less than
     all of the Rights are to be exchanged), other than those held by
     an "Acquiring Person" which in accordance with the terms of the
     plan would have become null and void.

               Until a Right is exercised, the holder thereof, as
     such, will have no rights as a stockholder of the Company,
     including, without limitation, the right to vote or to receive
     dividends.  While the distribution of the Rights will not be
     taxable to stockholders or to the Company, stockholders may,
     depending upon the circumstances, recognize taxable income in the
     event that the Rights become exercisable for Common Stock (or
     other consideration) of the Company as set forth above.

               Any of the provisions of the Rights Agreement may be
     amended by the Board of Directors of the Company prior to the
     Distribution Date.  After the Distribution Date, the provisions
     of the Rights Agreement may be amended by the Board in order to
     cure any ambiguity, to make changes which do not adversely affect
     the interests of holders of Rights (excluding the interests of
     any Acquiring Person or Adverse Person), or to shorten or
     lengthen any time period under the Rights Agreement;  provided,
     however, that no amendment to adjust the time period governing
     redemption shall be made at such time as the Rights are not
     redeemable.

               A copy of the Rights Agreement is filed as an Exhibit
     hereto.  This summary description of the Rights does not purport
     to be complete and is qualified in its entirety by reference to
     the Rights Agreement, which is incorporated herein by reference.

     ITEM 7

     (c)  Exhibits

          4.   Form of Rights Agreement, dated as of February   ,
               1996, between The Williams Companies, Inc. and First
               Chicago Trust Company of New York.

          99.  Press release, dated January 22, 1996

                                 SIGNATURES

               Pursuant to the requirements of the Securities Exchange
     Act of 1934, the registrant has duly caused this report to be
     signed on its behalf by the undersigned hereunto duly authorized.

                                   THE WILLIAMS COMPANIES, INC.
                                             (Registrant)

                                   By:  /s/ DAVID M. HIGBEE      
                                        David M. Higbee
                                        Corporate Secretary

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     EXHIBIT 4


                          [FORM OF RIGHTS AGREEMENT]

                                                     

                         THE WILLIAMS COMPANIES, INC.

                                     and

                   FIRST CHICAGO TRUST COMPANY OF NEW YORK,

                                 Rights Agent

                                                 

                               Rights Agreement

                         Dated as of February 6, 1996


                                                                   

                              Table of Contents

          Section                                              Page

             1.  Certain Definitions . . . . . . . . . . . .    2

             2.  Appointment of Rights Agent . . . . . . . .    9

             3.  Issue of Rights Certificates  . . . . . . .   10

             4.  Form of Rights Certificates . . . . . . . .   14

             5.  Countersignature and Registration . . . . .   16

             6.  Transfer, Split Up, Combination and
                  Exchange of Rights Certificates;
                  Mutilated, Destroyed, Lost or Stolen
                  Rights Certificates  . . . . . . . . . . .   17

             7.  Exercise of Rights; Purchase Price;
                  Expiration Date of Rights  . . . . . . . .   19

             8.  Cancellation and Destruction of Rights
                  Certificates . . . . . . . . . . . . . . .   25

             9.  Reservation and Availability of Capital
                  Stock  . . . . . . . . . . . . . . . . . .   26

             10.  Preferred Stock Record Date  . . . . . . .   30

             11.  Adjustment of Purchase Price, Number and
                  Kind of Shares or Number of Rights . . . .   31

             12.  Certificate of Adjusted Purchase Price or
                  Number of Shares . . . . . . . . . . . . .   54

             13.  Consolidation, Merger or Sale or Transfer
                  of Assets or Earning Power . . . . . . . .   54

             14.  Fractional Rights and Fractional Shares  .   61

             15.  Rights of Action . . . . . . . . . . . . .   64

             16.  Agreement of Rights Holders  . . . . . . .   65

             17.  Rights Certificate Holder Not Deemed a
                  Stockholder  . . . . . . . . . . . . . . .   67

             18.  Concerning the Rights Agent  . . . . . . .   67

             19.  Merger or Consolidation or Change of Name
                  of Rights Agent  . . . . . . . . . . . . .   69

             20.  Duties of Rights Agent . . . . . . . . . .   70

             21.  Change of Rights Agent . . . . . . . . . .   75

             22.  Issuance of New Rights Certificates  . . .   77

             23.  Redemption and Termination . . . . . . . .   78

             24.  Notice of Certain Events . . . . . . . . .   83

             25.  Notices  . . . . . . . . . . . . . . . . .   86

             26.  Supplements and Amendments . . . . . . . .   87

             27.  Successors . . . . . . . . . . . . . . . .   88

             28.  Determinations and Actions by the Board,
                  etc. . . . . . . . . . . . . . . . . . . .   88

             29.  Benefits of this Agreement . . . . . . . .   90

             30.  Severability . . . . . . . . . . . . . . .   90

             31.  Governing Law  . . . . . . . . . . . . . .   91

             32.  Counterparts . . . . . . . . . . . . . . .   91

             33.  Descriptive Headings . . . . . . . . . . .   91

             Exhibit A -- Form of Rights Certificate


                                                                   

                               RIGHTS AGREEMENT

                    RIGHTS AGREEMENT, dated as of February 6, 1996
          (the "Agreement"), between The Williams Companies, Inc.,
          a Delaware corporation (the "Company"), and First Chicago
          Trust Company of New York, (the "Rights Agent").

                             W I T N E S S E T H

                    WHEREAS, the Company entered into a Rights
          Agreement, dated as of January 26, 1986, as amended, with
          Morgan Guaranty Trust Company of New York, as Rights
          Agent, which Rights Agreement shall expire on February 6,
          1996;

                    WHEREAS, on January 21, 1996 (the "Rights
          Dividend Declaration Date"), the Board of Directors (the
          "Board") of the Company authorized and declared a
          dividend distribution of one Right for each share of
          common stock, par value $1 per share, of the Company
          outstanding at the close of business on February 6, 1996
          (the "Record Date"), and has authorized the issuance of
          one Right (as such number may hereinafter 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
          (as such term is defined in Section 3 hereof) each Right
          initially representing the right to purchase one
          two-hundredth of a share of Series A Junior Participating
          Preferred Stock of the Company having the rights, powers
          and preferences set forth in the Company's Restated
          Certificate of Incorporation (the "Certificate of
          Incorporation"), upon the terms and subject to the
          conditions hereinafter set forth (the "Rights"); 

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

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

                         (a)  "Acquiring Person" shall mean any
          Person who or which, together with all Affiliates and
          Associates of such Person, shall be the Beneficial Owner
          of 15% or more of the shares of Common Stock then
          outstanding, but shall not include (i) the Company, (ii)
          any Subsidiary of the Company, (iii) any employee benefit
          plan of the Company or of any Subsidiary of the Company,
          (iv) any Person or entity organized, appointed or
          established by the Company for or pursuant to the terms
          of any such plan or (v) any such Person who has reported
          or is required to report such ownership (but who is the
          Beneficial Owner of less than 20% of the shares of Common
          Stock outstanding) on Schedule 13G under the Exchange Act
          (or any comparable or successor report) or on Schedule
          13D under the Exchange Act (or any comparable or
          successor report) which Schedule 13D does not state any
          intention to or reserve the right to control or influence
          the management or policies of the Company or engage in
          any of the actions specified in Item 4 of such Schedule
          (other than the disposition of the Common Stock) and,
          within 10 Business Days of being requested by the Company
          to advise it regarding the same, certifies to the Company
          that such Person acquired shares of Common Stock in
          excess of 14.9% inadvertently or without knowledge of the
          terms of the Rights and who, together with all Affiliates
          and Associates, thereafter does not acquire additional
          shares of Common Stock while the Beneficial Owner of 15%
          or more of the shares of Common Stock then outstanding;
          provided, however, that if the Person requested to so
          certify fails to do so within 10 Business Days, then such
          Person shall become an Acquiring Person immediately after
          such 10 Business Day Period.

                         (b)  "Adverse Person" shall mean any
          Person declared to be an Adverse Person by the Board upon
          determination that the criteria set forth in Section
          11(a)(ii)(B) apply to such Person.

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

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

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

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

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

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

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

                         (g)  "Common Stock" shall mean the common
          stock, par value $1 per share, of the Company, except
          that "Common Stock" when used with reference to any
          Person other than the Company shall mean the capital
          stock of such Person with the greatest voting power, or
          the equity securities or other equity interest having
          power to control or direct the management, of such
          Person. 

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

                         (i)  "Preferred Stock" shall mean shares
          of Series A Junior Participating Preferred Stock, par
          value $1 per share, of the Company, and, to the extent
          that there are not a sufficient number of shares of
          Series A 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 A Junior Participating Preferred
          Stock. 

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

                         (o)  The following terms shall have the
          meaning specified in the indicated Section or Sections of
          this Agreement:

          Defined Term                            Section

          Act                                     8(c)
          Adjustment Shares                       11(a)(ii)
          Agreement                               Recitals
          Board                                   Recitals
          Certificate of Incorporation            Recitals
          Common Stock Equivalents                11(a)(iii)
          Company                                 Recitals, 13(a)
          Current Market Price                    11(d)(ii)
          Current Value                           11(a)(iii)
          Distribution Date                       3(a)
          Equivalent Preferred Stock              11(b)
          Expiration Date                         7(a)
          Final Expiration Date                   7(a)
          Preferred Stock                         Recitals
          Principal Party                         13(b)
          Purchase Price                          4(a), 11(a)(ii), 
                                                  13(a)
          Record Date                             Recitals
          Redemption Price                        23(a)
          Rights                                  Recitals
          Rights Agent                            Recitals
          Rights Certificates                     3(a)
          Rights Dividend Declaration Date        Recitals
          Section 11(a)(ii) Trigger Date          11(a)(iii)
          Spread                                  11(a)(iii)
          Substition Period                       11(a)(iii)
          Summary of Rights                       3(b)
          Trading Days                            11(d)(i)

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

                    Section 3.  Issue of Rights Certificates.   

                         (a)  Until the earliest of (i) the close
          of business on the tenth day after the Stock Acquisition
          Date (or, if the tenth day after the Stock Acquisition
          Date occurs before the Record Date, the close of business
          on the Record Date), (ii) the close of business on the
          tenth Business Day (or such later date as the Board shall
          determine) after the date that a tender or exchange offer
          by any Person (other than the Company, any Subsidiary of
          the Company, any employee benefit plan of the Company or
          of any Subsidiary of the Company, or any Person
          organized, appointed or established by the Company for or
          pursuant to the terms of any such plan) is first
          published or sent or given within the meaning of Rule
          14d-2(a) of the General Rules and Regulations under the
          Exchange Act, if upon consummation thereof, such Person
          would be the Beneficial Owner of 15% or more of the
          shares of Common Stock then outstanding or (iii) the
          close of business on the tenth Business Day after the
          Board determines, pursuant to the criteria set forth in
          Section 11(a)(ii)(B) hereof, that a Person is an Adverse
          Person (the earliest of (i), (ii) and (iii) 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
          A 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 Rights 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. 

                         (b)  With respect to certificates for the
          Common Stock outstanding as of the Record Date, until the
          Distribution Date, the Rights will be evidenced by such
          certificates for the Common Stock and the registered
          holders of the Common Stock shall also be the registered
          holders of the associated Rights.  Until the earlier of
          the Distribution Date or the Expiration Date (as such
          term is defined in Section 7 hereof), the transfer of any
          certificates representing shares of Common Stock in
          respect of which Rights have been issued shall also
          constitute the transfer of the Rights associated with
          such shares of Common Stock. 

                         (c)  Rights shall be issued in respect of
          all shares of Common Stock which are issued (whether
          originally issued or from the Company's treasury) after
          the Record Date but prior to the earlier of the
          Distribution Date or the Expiration Date.  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 The
               Williams Companies, Inc. (the "Company") and
               First Chicago Trust Company of New York (the
               "Rights Agent"), dated as of February 6, 1996,
               (the "Rights Agreement"), the terms of which
               are hereby incorporated herein by reference and
               a copy of which is on file at the principal
               offices of The Williams 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.  The Williams
               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, an Adverse
               Person or any Affiliate or Associate thereof
               (as such terms are defined in the Rights
               Agreement), whether currently held by or on
               behalf of such Person or by any subsequent
               holder, may become null and void.

          With respect to such certificates containing the
          foregoing legend, until the earlier of (i) the
          Distribution Date or (ii) the Expiration Date, the Rights
          associated with the Common Stock represented by such
          certificates shall be evidenced by such certificates
          alone and registered holders of Common Stock shall also
          be the registered holders of the associated Rights, and
          the transfer of any of such certificates shall also
          constitute the transfer of the Rights associated with the
          Common Stock represented by such certificates.

                    Section 4.  Form of Rights Certificates.

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

                         (b)  Any Rights Certificate issued
          pursuant to Section 3(a) or Section 22 hereof that
          represents Rights beneficially owned by:  (i) an
          Acquiring Person, an Adverse Person or any Associate or
          Affiliate of an Acquiring Person or an Adverse Person,
          (ii) a transferee of an Acquiring Person or an Adverse
          Person (or of any such Associate or Affiliate) who
          becomes a transferee after the Acquiring Person or
          Adverse Person becomes such, or (iii) a transferee of an
          Acquiring Person or an Adverse Person (or of any such
          Associate or Affiliate) who becomes a transferee prior to
          or concurrently with the Acquiring Person or the Adverse
          Person becoming such and receives such Rights pursuant to
          either (A) a transfer (whether or not for consideration)
          from the Acquiring Person or the Adverse Person to
          holders of equity interests in such Acquiring Person or
          Adverse Person or to any Person with whom such Acquiring
          Person or Adverse Person has any continuing agreement,
          arrangement or understanding regarding the transferred
          Rights or (B) a transfer which the Board 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 Adverse Person or an Affiliate or Associate
               of an Acquiring Person or an Adverse Person (as
               such terms are defined in the Rights
               Agreement).  Accordingly, this Rights
               Certificate and the Rights represented hereby
               may become null and void in the circumstances
               specified in Section 7(e) of such Agreement.

                    Section 5.  Countersignature and Registration.

                         (a)  The Rights Certificates shall be
          executed on behalf of the Company by its Chairman 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 (or by facsimile if permitted by law) 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. 

                    Section 6.  Transfer, Split Up, Combination and
          Exchange of Rights Certificates; Mutilated, Destroyed,
          Lost or Stolen Rights Certificates.  (a)  Subject to the
          provisions of Section 4(b), Section 7(e) and Section 14
          hereof, at any time after the close of business on the
          Distribution Date, and at or prior to the close of
          business on the Expiration Date, any Rights Certificate
          or Certificates 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 two-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. 

                    Section 7.  Exercise of Rights; Purchase Price;
          Expiration Date of Rights.  (a)  Subject to Section 7(e)
          hereof, the registered holder of any Rights Certificate
          may exercise the Rights evidenced thereby (except as
          otherwise provided herein including, without limitation,
          the restrictions on exercisability set forth in Section
          9(c), Section 11(a)(iii) and Section 23(a) hereof) in
          whole or in part at any time after the Distribution Date
          upon surrender of the Rights Certificate, with the form
          of election to purchase and the certificate on the
          reverse side thereof duly executed, to the Rights Agent
          at the principal office or offices of the Rights Agent
          designated for such purpose, together with payment of the
          aggregate Purchase Price with respect to the total number
          of one two-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
          to which such surrendered Rights are then exercisable, at
          or prior to the earlier of (i) the close of business on
          February 6, 2006 (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 two-
          hundredth of a share of Preferred Stock pursuant to the
          exercise of a Right shall initially be $140.00, 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 two-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
          two-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 two-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) shall be made in cash or by certified bank check,
          bank draft or money order payable to the order of the
          Company.  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.  The
          Company reserves the right to require prior to the
          occurrence of a Triggering Event that, upon any exercise
          of Rights, a number of Rights be exercised so that only
          whole shares of Preferred Stock would be issued. 

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

                         (e)  Notwithstanding anything in this
          Agreement to the contrary, from and after the first
          occurrence of a Section 11(a)(ii) Event, any Rights
          beneficially owned by (i) an Acquiring Person, an Adverse
          Person or an Associate or Affiliate of an Acquiring
          Person or an Adverse Person, (ii) a transferee of an
          Acquiring Person or an Adverse Person (or of any such
          Associate or Affiliate) who becomes a transferee after
          the Acquiring Person or the Adverse Person becomes such,
          or (iii) a transferee of an Acquiring Person or an
          Adverse Person (or of any such Associate or Affiliate)
          who becomes a transferee prior to or concurrently with
          the Acquiring Person or the Adverse Person becoming such
          and receives such Rights pursuant to either (A) a
          transfer (whether or not for consideration) from the
          Acquiring Person or the Adverse Person to holders of
          equity interests in such Acquiring Person or Adverse
          Person or to any Person with whom the Acquiring Person or
          the Adverse Person has any continuing agreement,
          arrangement or understanding regarding the transferred
          Rights or (B) a transfer which the Board 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 any
          other Person as a result of its failure to make any
          determinations with respect to an Acquiring Person or an
          Adverse Person or any of their respective Affiliates,
          Associates or transferees hereunder. 

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

                    Section 8.  Cancellation and Destruction of
          Rights Certificates.  All Rights Certificates surrendered
          for the purpose of exercise, transfer, split up,
          combination or exchange shall, if surrendered to the
          Company or any of its agents, be delivered to the Rights
          Agent for cancellation or in 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 or cause to be destroyed, such cancelled
          Rights Certificates, and in such case shall deliver a
          certificate of destruction thereof to the Company. 

                    Section 9.  Reservation and Availability of
          Capital Stock.  (a)  The Company covenants and agrees
          that it will cause to be reserved and kept available out
          of its authorized and unissued shares of 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, 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.  In addition,
          if the Company shall determine that a registration
          statement is required following the Distribution Date,
          the Company may temporarily suspend the exercisability of
          the Rights until such time as a registration statement
          has been declared effective.  Notwithstanding any
          provision of this Agreement to the contrary, the Rights
          shall not be exercisable in any jurisdiction if the
          requisite qualification in such jurisdiction shall not
          have been obtained, the exercise thereof shall not be
          permitted under applicable law or a registration
          statement shall not have been declared effective. 

                         (d)  The Company covenants and agrees that
          it will take all such action as may be necessary to
          ensure that all one two-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 two-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 two-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
          two-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 Company's satisfaction that
          no such tax is due.

                    Section 10.  Preferred Stock Record Date.  Each
          person in whose name any certificate for a number of one
          two-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. 

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

                         (a)(i)  In the event that 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 or she 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.

                         (ii) In the event:

                         (A)  any Person shall become an Acquiring
               Person, unless the event causing such Person to
               become an Acquiring Person is a transaction set
               forth in Section 13(a) hereof or is an acquisition
               of shares of Common Stock pursuant to a tender offer
               or an exchange offer for all outstanding shares of
               Common Stock at a price and on terms determined by
               at least a majority of the members of the Board who
               are not officers of the Company and who are not
               representatives, nominees, Affiliates or Associates
               of an Acquiring Person or an Adverse Person, after
               receiving advice from one or more investment banking
               firms, to be (a) at a price which is fair to
               stockholders (taking into account all factors which
               such members of the Board deem relevant including,
               without limitation, prices which could reasonably be
               achieved if the Company or its assets were sold on
               an orderly basis designed to realize maximum value)
               and (b) otherwise in the best interests of the
               Company and its stockholders, or

                         (B)  the Board shall declare any Person to
               be an Adverse Person, upon a determination that such
               Person, alone or together with its Affiliates and
               Associates, has become the Beneficial Owner of an
               amount of Common Stock which the Board determines to
               be substantial (which amount shall in no event be
               less than 10% of the shares of Common Stock then
               outstanding) and a determination by a majority of
               the Board who are not officers of the Company after
               reasonable inquiry and investigation, including
               consultation with such persons as such directors
               shall deem appropriate, that (a) such Beneficial
               Ownership by such Person is intended to cause the
               Company to repurchase the Common Stock beneficially
               owned by such Person or to cause pressure on the
               Company to take action or enter into a transaction
               or series of transactions intended to provide such
               Person with short-term financial gain under
               circumstances where such directors determine that
               the best long-term interests of the Company and its
               stockholders would not be served by taking such
               action or entering into such transaction or series
               of transactions at that time or (b) such Beneficial
               Ownership is causing or reasonably likely to cause a
               material adverse impact (including, but not limited
               to, impairment of relationships with customers or
               impairment of the Company's ability to maintain its
               competitive position) on the business or prospects
               of the Company;

               then, promptly following the occurrence of any event
               described in 11(a)(ii)(A) or 11(a)(ii)(B) hereof,
               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 two-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
               two-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").

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

                         (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, 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, 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. 

                         (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 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 the
          ex-dividend date for such dividend or distribution, or
          the record date for such subdivision, combination or
          reclassification shall not have occurred prior to the
          commencement of the requisite thirty (30) Trading Day or
          ten (10) Trading Day period, as set forth above, then,
          and in each such case, the Current Market Price shall be
          properly adjusted to take into account 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 Nasdaq
          Stock Market consolidated reporting system 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.  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 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, whose determination shall be described in a
          statement filed with the Rights Agent and shall be
          conclusive for all purposes. 

                         (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 200 (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, 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 a Unit
          shall be equal to the Current Market Price of one share
          of Preferred Stock divided by 200.

                         (e)  Anything herein to the contrary
          notwithstanding, no adjustment in the Purchase Price
          shall be required unless such adjustment would require an
          increase or decrease of at least one percent (1%) in the
          Purchase Price; provided, however, that any adjustments
          which by reason of this Section 11(e) are not required to
          be made shall be carried forward and taken into account
          in any subsequent adjustment.  All calculations under
          this Section 11 shall be made to the nearest cent or to
          the nearest 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. 

                         (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
          two-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 two-hundredths of a share of Preferred Stock
          (calculated to the nearest one-millionth) obtained by (i)
          multiplying (x) the number of one two-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 two-hundredths 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
          two-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 Certificates evidencing,
          subject to Section 14 hereof, the additional Rights to
          which such holders shall be entitled as a result of such
          adjustment, or, at the option of the Company, shall cause
          to be distributed to such holders of record in
          substitution and replacement for the Rights Certificates
          held by such holders prior to the date of adjustment, and
          upon surrender thereof, if required by the Company, new
          Rights Certificates evidencing all the Rights to which
          such holders shall be entitled after such adjustment. 
          Rights Certificates so to be distributed shall be issued,
          executed and countersigned in the manner provided for
          herein (and may bear, at the option of the Company, the
          adjusted Purchase Price) and shall be registered in the
          names of the holders of record of Rights Certificates on
          the record date specified in the public announcement. 

                         (j)  Irrespective of any adjustment or
          change in the Purchase Price or the number of one two-
          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 two-hundredth of a share and
          the number of one two-hundredths 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 two-
          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 two-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
          two-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 two-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 its good faith
          judgment the Board 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 stockholders. 

                         (n)  The Company covenants and agrees that
          it shall not, at any time after the Distribution Date,
          (i) consolidate with any other Person (other than a
          Subsidiary of the Company in a transaction which complies
          with Section 11(o) hereof), (ii) merge with or into any
          other Person (other than a Subsidiary of the Company in a
          transaction which complies with Section 11(o) hereof), or
          (iii) sell or transfer (or permit any Subsidiary to sell
          or transfer), in one transaction, or a series of related
          transactions, assets, cash flow or earning power
          aggregating more than 50% of the assets, cash flow 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 consolidation, 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. 

                         (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 of 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. 

                         (q)  The failure by the Board to declare a
          Person to be an Adverse Person following such Person
          becoming the Beneficial Owner of 10% or more of the
          outstanding Common Stock shall not imply that such Person
          is not an Adverse Person or limit the Board's right at
          any time in the future to declare such Person to be an
          Adverse Person.

                    Section 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. 

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

                         (a)  In the event that, following the
          Stock Acquisition Date or a determination by the Board
          that a Person has become an Adverse Person, 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, cash flow or
          earning power aggregating more than 50% of the assets,
          cash flow 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
          (except as may be contemplated by Section 13(d) hereof),
          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,
          non-assessable 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 two-
          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 two-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. 

                         (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). 

                         (d)  Notwithstanding anything in this
          Agreement to the contrary, Section 13 shall not be
          applicable to a transaction described in subparagraphs
          (x) and (y) of Section 13(a) if (i) such transaction is
          consummated with a Person or Persons who acquired shares
          of Common Stock pursuant to a tender offer or exchange
          offer for all outstanding shares of Common Stock which
          complies with the provisions of Section 11(a)(ii)(A)
          hereof (or a wholly owned subsidiary of any such Person
          or Persons), (ii) the price per share of Common Stock
          offered in such transaction is not less than the price
          per share of Common Stock paid to all holders of shares
          of Common Stock whose shares were purchased pursuant to
          such tender offer or exchange offer and (iii) the form of
          consideration being offered to the remaining holders of
          shares of Common Stock pursuant to such transaction is
          the same as the form of consideration paid pursuant to
          such tender offer or exchange offer.  Upon consummation
          of any such transaction contemplated by this Section
          13(d), all Rights hereunder shall expire. 

                    Section 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 Certificates which evidence
          fractional Rights.  In lieu of such fractional Rights,
          there shall be paid to the registered holders of the
          Rights Certificates with regard to which such fractional
          Rights would otherwise be issuable, an amount in cash
          equal to the same fraction of the current market value of
          a whole Right.  For purposes of this Section 14(a), the
          current market value of a whole Right shall be the
          closing price of the Rights for the Trading Day
          immediately prior to the date on which such fractional
          Rights would have been otherwise issuable.  The closing
          price of the Rights for any day shall be the last sale
          price, regular way, or, in case no such sale takes place
          on such day, the average of the closing bid and asked
          prices, regular way, in either case as reported in the
          principal consolidated transaction reporting system with
          respect to securities listed or admitted to trading on
          the New York Stock Exchange or, if the Rights are not
          listed or admitted to trading on the New York Stock
          Exchange, as reported 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 the Nasdaq Stock Market 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.  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 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
          two-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
          two-hundredth of a share of Preferred Stock).  In lieu of
          fractional shares of Preferred Stock that are not
          integral multiples of one two-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
          two-hundredth of a share of Preferred Stock.  For
          purposes of this Section 14(b), the current market value
          of one two-hundredth of a share of Preferred Stock shall
          be one two-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 or her
          right to receive any fractional Rights or any fractional
          shares upon exercise of a Right, except as permitted by
          this Section 14. 

                    Section 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 or her own behalf and for his
          or her own benefit, enforce, and may institute and
          maintain any suit, action or proceeding against the
          Company to enforce, or otherwise act in respect of, his
          or her right to exercise the Rights evidenced by such
          Rights Certificate in the manner provided in such Rights
          Certificate and in this Agreement.  Without limiting the
          foregoing or any remedies available to the holders of
          Rights, it is specifically acknowledged that the holders
          of Rights would not have an adequate remedy at law for
          any breach of this Agreement and shall be entitled to
          specific performance of the obligations hereunder and
          injunctive relief against actual or threatened violations
          of the obligations hereunder of any Person subject to
          this Agreement. 

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

                    Section 17.  Rights Certificate Holder Not
          Deemed a Stockholder.  No holder, as such, of any Rights
          Certificate shall be entitled to vote, receive dividends
          or be deemed for any purpose the holder of the number of
          one two-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. 

                    Section 18.  Concerning the Rights Agent. 

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

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

                         (a)  Any corporation into which the Rights
          Agent or any successor Rights Agent may be merged or with
          which it may be consolidated, or any corporation
          resulting from any merger or consolidation to which the
          Rights Agent or any successor Rights Agent shall be a
          party, or any corporation succeeding to the corporate
          trust, stock transfer or shareholder services 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. 

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

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

                         (b)  Whenever in the performance of its
          duties under this Agreement the Rights Agent shall deem
          it necessary or desirable that any fact or matter
          (including, without limitation, the identity of any
          Acquiring Person or Adverse 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. 

                         (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. 

                         (l)  The Rights Agent shall not be liable
          for failure to perform any duties except as specifically
          set forth herein and no implied covenants or obligations
          shall be read into this Agreement against the Rights
          Agent whose duties and obligations are ministerial and
          shall be determined solely by the express provisions
          hereof.

                    Section 21.  Change of Rights Agent.  The
          Rights Agent or any successor Rights Agent may resign and
          be discharged from its duties under this Agreement upon
          thirty (30) days' notice in writing mailed to the
          Company, and to each transfer agent of the Common Stock
          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 New York (or of any other state
          of the United States so long as such corporation is
          authorized to do business as a banking institution in the
          State of New York), in good standing, which is authorized
          under such laws to exercise stock transfer or corporate
          trust powers and is subject to supervision or examination
          by federal or state authority and which, at the time of
          its appointment as Rights Agent, has, or is an affiliate
          of a corporation which has, 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. 

                    Section 22.  Issuance of New Rights
          Certificates.  Notwithstanding any of the provisions of
          this Agreement or of the Rights to the contrary, the
          Company may, at its option, issue new Rights Certificates
          evidencing Rights in such form as may be approved by the
          Board 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, granted or awarded as of
          the Distribution Date, 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 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. 

                    Section 23.  Redemption and Termination.

                         (a)  The Board of the Company may, at its
          option, at any time prior to the earlier of (i) the close
          of business on the tenth day following the Stock
          Acquisition Date (or, if the Stock Acquisition Date shall
          have occurred prior to the Record Date, the close of
          business on the tenth day following the Record Date), or
          (ii) the Final Expiration Date, redeem all but not less
          than all the then outstanding Rights at a redemption
          price of $0.01 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").  Notwithstanding anything
          contained in this Agreement to the contrary, the Rights
          shall not be exercisable after the first occurrence of a
          Section 11(a)(ii) Event until such time as the Company's
          right of redemption hereunder has expired.  The Company
          may, at its option, pay the Redemption Price in cash,
          shares of Common Stock (based on the Current Market
          Price, as defined in Section 11(d)(i) hereof, of the
          Common Stock at the time of redemption) or any other form
          of consideration deemed appropriate by the Board. 

                         (b)  Immediately upon the action of the
          Board 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 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.

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

                         (ii)  Immediately upon the action of the
          Board ordering the exchange of any Rights pursuant to
          paragraph (c)(i) of this Section 23 and without any
          further action and without any notice, the right to
          exercise such Rights shall terminate and the only right
          thereafter of a holder of such Rights shall be to receive
          that number of shares of Common Stock equal to the number
          of such Rights held by such holder multiplied by the
          Exchange Ratio.  The Company shall promptly give public
          notice of any such exchange; provided, however, that the
          failure to give, or any defect in, such notice shall not
          affect the validity of such exchange.  The Company
          promptly shall mail a notice of any such exchange to all
          of the holders of such Rights at their last addresses as
          they appear upon the registry books of the Rights Agent. 
          Any notice which is mailed in the manner herein provided
          shall be deemed given, whether or not the holder receives
          the notice.  Each such notice of exchange will state the
          method by which the exchange of the Common Stock for
          Rights will be effected and, in the event of any partial
          exchange, the number of Rights which will be exchanged. 
          Any partial exchange shall be effected pro rata based on
          the number of Rights (other than Rights which have become
          void pursuant to the provisions of Section 7(e) hereof)
          held by each holder of Rights.

                         (iii)  In any exchange pursuant to this
          Section 23(c), the Company, at its option, may substitute
          Preferred Stock (or equivalent preferred stock, as such
          term is defined in paragraph (b) of Section 11 hereof)
          for Common Stock exchangeable for rights, at the initial
          rate of one two-hundredths of a share of Preferred Stock
          (or equivalent preferred stock) for each share of Common
          Stock, as appropriately adjusted to reflect adjustments
          in the voting rights of the Preferred Stock pursuant to
          the Company's Restated Certificate of Incorporation, so
          that the fraction of a share of Preferred Stock delivered
          in lieu of each share of Common Stock shall have the same
          voting rights as one share of Common Stock.

                         (iv)  In the event that there shall not be
          sufficient Common Stock issued but not outstanding or
          authorized but unissued to permit any exchange of Rights
          as contemplated in accordance with this Section 23(c),
          the Company shall take all such action as may be
          necessary to authorize additional Common Stock for
          issuance upon exchange of the Rights.

                         (v)  The Company shall not be required to
          issue fractions of shares of Common Stock or to
          distribute certificates which evidence fractional shares
          of Common Stock.  In lieu of such fractional shares of
          Common Stock, there shall be paid to the registered
          holders of the Right Certificates with regard to which
          such fractional shares of Common Stock would otherwise be
          issuable, an amount in cash equal to the same fraction of
          the current market value of a whole share of Common
          Stock.  For the purposes of this paragraph (v) of Section
          23(c), the current market value of a whole share of
          Common Stock shall be the closing price of a share of
          Common Stock (as determined pursuant to the second
          sentence of Section 11(d)(i) hereof) for the Trading Day
          immediately prior to the date of exchange pursuant to
          this Section 23(c).

                    Section 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, cash flow 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. 

                    Section 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 telecopier (with receipt confirmed) or by
          first-class mail, postage prepaid, addressed (until
          another address is filed in writing with the Rights
          Agent) as follows:

                    The Williams Companies, Inc.
                    One Williams Center
                    Tulsa, Oklahoma 74172
                    Attention:  Corporate Secretary
                    Telecopier:  (918) 588-4503

          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 telecopier (with receipt confirmed) or by
          first-class mail, postage prepaid, addressed (until
          another address is filed in writing with the Company) as
          follows:

                    First Chicago Trust Company of New York
                    525 Washington Boulevard
                    Mail Suite 4660
                    Jersey City, New Jersey 07310
                    Attention:  Tenders & Exchanges Administration
                    Telecopier:  (201) 222-4291

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

                    Section 26.  Supplements and Amendments.  Prior
          to the Distribution Date, 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, 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 other
          provisions herein, (iii) to shorten or 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 (other than an Acquiring Person or an
          Adverse Person or an Affiliate or Associate of an
          Acquiring Person or an Adverse Person); 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.  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. 

                    Section 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. 

                    Section 28.  Determinations and Actions by the
          Board, 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
          shall have the exclusive power and authority to
          administer this Agreement and to exercise all rights and
          powers specifically granted to the Board 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 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 to
          any liability to the holders of the Rights. 

                    Section 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).

                    Section 30.  Severability.  If any term,
          provision, covenant or restriction of this Agreement is
          held by a court of competent jurisdiction or other
          authority to be invalid, void or unenforceable, the
          remainder of the terms, provisions, covenants and
          restrictions of this Agreement shall remain in full force
          and effect and shall in no way be affected, impaired or
          invalidated; 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 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.  Without limiting the
          foregoing, if any provision requiring the approval of a
          majority of a group of directors, which group constitutes
          less than the entire Board, 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 in accordance with applicable law and
          the Company's Certificate of Incorporation and By-Laws.

                    Section 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.

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

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

                    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:                  The Williams Companies, Inc.

          By                       By                      
              Name:                      Name: 
              Title:                     Title: 

          Attest:                  First Chicago Trust Company
                                     of New York

          By                       By                      
              Name:                      Name: 
              Title:                     Title:


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

                                                           Exhibit A

          [Form of Rights Certificate]

          Certificate No. R-                         ________ Rights

          NOT EXERCISABLE AFTER February 6, 2006 OR EARLIER IF
          REDEEMED BY THE COMPANY.  THE RIGHTS ARE SUBJECT TO
          REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.01 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
          ADVERSE PERSON OR AN AFFILIATE OR ASSOCIATE OF AN
          ACQUIRING PERSON OR AN ADVERSE 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.](1)

          Rights Certificate

          The Williams 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 February
          6, 1996 (the "Rights Agreement"), between The Williams
          Companies, Inc., a Delaware corporation (the "Company"),
          and First Chicago Trust Company of New York (the "Rights
          Agent"), to purchase from the Company at any time prior
          to 5:00 P.M. (Tulsa, Oklahoma time) on February 6, 2006
          at the office or offices of the Rights Agent designated
          for such purpose, or its successors as Rights Agent, one
          two-hundredth of a fully paid, non-assessable share of
          Series A Junior Participating Preferred Stock (the
          "Preferred Stock") of the Company, at a purchase price of
          $140.00 per one two-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 number of Rights
          evidenced by this Rights Certificate (and the number of
          shares which may be purchased upon exercise thereof) set
                              
          1    The portion of the legend in brackets shall be
               inserted only if applicable and shall replace the
               preceding sentence.

          forth above, and the Purchase Price per share set forth
          above, are the number and Purchase Price as of February
          6, 1996 based on the Preferred Stock as constituted at
          such date.  The Company reserves the right to require
          prior to the occurrence of a Triggering Event (as such
          term is defined in the Rights Agreement) that a number of
          Rights be exercised so that only whole shares of
          Preferred Stock will be issued.

                    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
          Adverse Person or an Affiliate or Associate of any such
          Acquiring Person or Adverse Person (as such terms are
          defined in the Rights Agreement), (ii) a transferee of
          any such Acquiring Person, Adverse 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
          Adverse Person, or an Affiliate or Associate of an
          Acquiring Person or an Adverse 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.

                    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
          Company.

                    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 two-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 $0.01 per Right at any time prior to the earlier
          of the close of business on (i) the tenth day following
          the Stock Acquisition Date (as such time period may be
          extended pursuant to the Rights Agreement), and (ii) the
          Final Expiration Date.  In addition, the Rights may be
          exchanged, in whole or in part, for shares of the Common
          Stock, or shares of preferred stock of the Company having
          essentially the same value or economic rights as such
          shares.  Immediately upon the action of the Board of
          Directors of the Company authorizing any such exchange,
          and without any further action or any notice, the Rights
          (other than Rights which are not subject to such
          exchange) will terminate and the Rights will only enable
          holders to receive the shares issuable upon such
          exchange.

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

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

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

          Dated as of              ,     


                                                                   

          ATTEST:                  The Williams Companies, Inc.

          ____________________     By_______________________
              Secretary                   Title:

          Countersigned:

          First Chicago Trust Company
            of New York

          By______________________
             Authorized Signature


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

                 [Form of Reverse Side of Rights Certificate]

                              FORM OF ASSIGNMENT

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

          FOR VALUE RECEIVED                                     
          hereby sells, assigns and transfer unto                
                                                                 
                (Please print name and address of transferee)

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

          Dated: __________________, ____     ______________________
                                             Signature

          Signature Guaranteed:

                                 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, an Adverse
          Person or an Affiliate or Associate of an Acquiring Person
          or an Adverse Person (as such terms are defined pursuant
          to the Rights Agreement);

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


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

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

          To: The Williams 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:

                                 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, an
          Adverse Person or an Affiliate or Associate of an
          Acquiring Person or an Adverse Person (as such terms are
          defined pursuant to the Rights Agreement);

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

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

     EXHIBIT 99

                         Jan. 22, 1995

                         Jim Gipson           (918) 588-2111 (Media)
                         Linda Lawson         (918) 588-2067 (Investors)
                         Richard George       (918) 588-3679

      WILLIAMS COMPANIES, INC. REPLACES EXPIRING SHAREHOLDER RIGHTS PLAN

               TULSA--The Williams Companies, Inc. board of directors
     has approved a shareholders rights plan covering the next 10
     years to change and replace an existing plan that expires on Feb.
     6.

               Such plans are designed to deter coercive takeover
     tactics and to prevent an acquiring entity from gaining control
     of the company without offering a fair price to all of the
     company's shareholders.  Publicly traded companies routinely
     adopt these kinds of plans.

               The shareholder rights plan is included with a Form 8-K
     that will be filed at the Securities and Exchange Commission.  A
     copy of the plan can be obtained from the commission or by
     calling Williams' investor relations data request service at
     (918) 588-4084.

               Williams' companies consist of the nation's largest-
     volume system of interstate natural gas pipelines; one of the
     nation's largest natural gas gatherers and processors; a full-
     service energy marketing and trading company; a Midwest petroleum
     products pipeline; a national business-telecommunications
     equipment sales and services company; and a nationwide fiber-
     optic video services provider.  (NYSE:  WMB).  Company
     Information is available on the Internet World Wide Web at: 
     htpp://www.twc.com.
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 181837}]
{"company-data": {"conformed-name": "WILLIAMS COMPANIES INC", "cik": "0000107263", "assigned-sic": "4922", "irs-number": "730569878", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-04174", "film-number": "96506610"}, "business-address": {"street1": "ONE WILLIAMS CTR", "city": "TULSA", "state": "OK", "zip": "74172", "phone": "9185882000"}, "mail-address": {"street1": "ONE WILLIAM CENTER", "city": "TULSA", "state": "OK", "zip": "74172"}, "former-company": {"former-conformed-name": "WILLIAMS BROTHERS COMPANIES", "date-changed": "19710817"}}
SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                  FORM 8-K

             CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                    THE SECURITIES EXCHANGE ACT OF 1934

     DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)  January 21, 1996

                          The Williams Companies, Inc.                
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          Delaware                      1-4174              73-0569878
      (STATE OR OTHER                (COMMISSION         (I.R.S. EMPLOYER
       JURISDICTION                   FILE NUMBER)        IDENTIFICATION NO.)
     OF INCORPORATION)

          One Williams Center, Tulsa, Oklahoma                 74172
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)          (ZIP CODE)

     REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE  (918) 588-2000

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

     ITEM 5

               On January 21, 1996, the Board of Directors of The
     Williams Companies, Inc. (the "Company") adopted a Stockholder
     Rights Plan (the "Rights Plan")  to replace its existing rights
     plan which expires at the close of business February 6, 1996. 
     Under the Rights Plan, rights ("Rights") will be distributed at
     the close of business on February 6, 1996 as a dividend at the
     rate of one Right for each share of common stock, par value $1.00
     per share (the "Common Stock"), of the Company held by
     stockholders of record as of the close of business on February 6,
     1996.  Each Right entitles the registered holder to purchase from
     the Company a unit (a "Unit") consisting of one two-hundredth of
     a share of Series A Junior Participating Preferred Stock, par
     value $1.00 per share (the "Preferred Stock"), at a purchase
     price of $140.00 per Unit (the "Purchase Price"), subject to
     adjustment.  The description and terms of the Rights are set
     forth in the form of Rights Agreement (the "Rights Agreement"),
     dated as of February __, 1996, between the Company and First
     Chicago Trust Company of New York, as Rights Agent (the "Rights
     Agent").  Also on January 21, 1996, the Company's Board of
     Directors increased the number of authorized shares of Preferred
     Stock from 400,000 shares to 1,200,000 shares.

               Initially, the Rights will be attached to all Common
     Stock certificates representing shares then outstanding, and no
     separate Rights Certificate will be distributed.  The Rights will
     separate from the Common Stock and a Distribution Date will occur
     upon the earlier of (i) 10 days following a public announcement
     that a person or group of affiliated or associated persons (an
     "Acquiring Person") has acquired, or obtained the right to
     acquire, beneficial ownership of 15% or more of the outstanding
     shares of Common Stock (the "Stock Acquisition Date"), (ii) 10
     business days following the commencement of a tender offer or
     exchange offer that would result in a person or group
     beneficially owning 15% or more of such outstanding shares of
     Common Stock, or (iii) 10 business days after the Board of
     Directors of the Company determines any person, alone or together
     with its affiliates and associates, has become the Beneficial
     Owner of an amount of Common Stock which the Board of Directors
     determines to be substantial (which amount shall in no event be
     less than 10% of the shares of Common Stock outstanding) and at
     least a majority of the Board of Directors who are not officers
     of the Company, after reasonable inquiry and investigation,
     including consultation with such persons as such directors shall
     deem appropriate, shall determine that (a) such beneficial
     ownership by such person is intended to cause the Company to
     repurchase the Common Stock beneficially owned by such persons or
     to cause pressure on the Company to take action or enter into a
     transaction or series of transactions intended to provide such
     person with short-term financial gain under circumstances where
     the Board of Directors determines that the best long-term
     interests of the Company and its stockholders would not be served
     by taking such action or entering into such transactions or
     series of transactions at that time or (b) such beneficial
     ownership is causing or reasonably likely to cause a material
     adverse impact (including, but not limited to, impairment of
     relationships with customers or impairment of the Company's
     ability to maintain its competitive position) on the business or
     prospects of the Company (any such person being referred to
     herein as an "Adverse Person").  Until the Distribution Date, (i)
     the Rights will be evidenced by the Common Stock certificates and
     will be transferred with and only with such Common Stock
     certificates, (ii) new Common Stock certificates will contain a
     notation incorporating the Rights Agreement by reference and
     (iii) the surrender for transfer of any certificates for Common
     Stock outstanding will also constitute the transfer of the Rights
     associated with the Common Stock represented by such certificate.

               The Rights are not exercisable until the Distribution
     Date and will expire at the close of business on  February 6,
     2006 unless earlier redeemed by the Company as described below.

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

               In the event that (i) an Acquiring Person becomes the
     beneficial owner of 15% or more of the then outstanding shares of
     Common Stock (unless such acquisition is made pursuant to a
     tender or exchange offer for all outstanding shares of the
     Company, at a price determined by a majority of the independent
     directors of the Company who are not representatives, nominees,
     Affiliates or Associates of an Acquiring Person to be fair and
     otherwise in the best interest of the Company and its
     stockholders), or (ii) the Board of Directors determines that a
     Person is an Adverse Person, each holder of a Right will
     thereafter have the right to receive, upon exercise, Common Stock
     (or, in certain circumstances, cash, property or other securities
     of the Company), having a value equal to two times the Exercise
     Price of the Right.  The Exercise Price is the Purchase Price
     times the number of shares of Common Stock associated with each
     Right (initially, one).  Notwithstanding any of the foregoing,
     following the occurrence of any of the events set forth in this
     paragraph (the "Flip-In Events"), all Rights that are, or (under
     certain circumstances specified in the Rights Agreement) were,
     beneficially owned by any Acquiring Person will be null and void. 
     However, Rights are not exercisable following the occurrence of
     any of the Flip-In Events set forth above until such time as the
     Rights are no longer redeemable by the Company as set forth
     below.

               In the event that following the Stock Acquisition Date,
     (i) the Company engages in a merger or business combination
     transaction in which the Company is not the surviving corporation
     (other than a merger that follows a tender offer determined to be
     fair to the stockholders of the Company, as described in the
     preceding paragraph); (ii) the Company engages in a merger or
     business combination transaction in which the Company is the
     surviving corporation and the Common Stock of the Company is
     changed or exchanged; or (iii) 50% or more of the Company's
     assets, cash flow or earning power is sold or transferred, each
     holder of a Right (except Rights which have previously been
     voided as set forth above) shall thereafter have the right to
     receive, upon exercise of the Right, Common Stock of the
     acquiring company having a value equal to two times the Exercise
     Price of the Right.

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

               With certain exceptions, no adjustments in the Purchase
     Price will be required until cumulative adjustments amount to at
     least 1% of the Purchase Price.  No fractional Units will be
     issued and, in lieu thereof, an adjustment in cash will be made
     based on the market price of the Preferred Stock on the last
     trading date prior to the date of exercise.

               At any time until 10 days following the Stock
     Acquisition Date, the Company may redeem the Rights in whole, but
     not in part, at a price of $0.01 per Right.  Immediately upon the
     action of the Board of Directors ordering redemption of the
     Rights, the Rights will terminate and the only right of the
     holders of Rights will be to receive the $0.01 redemption price.

               The Board has the right to redeem all or a portion of
     the Rights following the occurrence of a Flip-In Event by
     exchanging shares of Common Stock (or equivalent units of
     Preferred Stock) for outstanding Rights at a ratio of one to one. 
     Upon exercise of the exchange feature, Rights held by all
     shareholders will be exchanged (on a pro rata basis if less than
     all of the Rights are to be exchanged), other than those held by
     an "Acquiring Person" which in accordance with the terms of the
     plan would have become null and void.

               Until a Right is exercised, the holder thereof, as
     such, will have no rights as a stockholder of the Company,
     including, without limitation, the right to vote or to receive
     dividends.  While the distribution of the Rights will not be
     taxable to stockholders or to the Company, stockholders may,
     depending upon the circumstances, recognize taxable income in the
     event that the Rights become exercisable for Common Stock (or
     other consideration) of the Company as set forth above.

               Any of the provisions of the Rights Agreement may be
     amended by the Board of Directors of the Company prior to the
     Distribution Date.  After the Distribution Date, the provisions
     of the Rights Agreement may be amended by the Board in order to
     cure any ambiguity, to make changes which do not adversely affect
     the interests of holders of Rights (excluding the interests of
     any Acquiring Person or Adverse Person), or to shorten or
     lengthen any time period under the Rights Agreement;  provided,
     however, that no amendment to adjust the time period governing
     redemption shall be made at such time as the Rights are not
     redeemable.

               A copy of the Rights Agreement is filed as an Exhibit
     hereto.  This summary description of the Rights does not purport
     to be complete and is qualified in its entirety by reference to
     the Rights Agreement, which is incorporated herein by reference.

     ITEM 7

     (c)  Exhibits

          4.   Form of Rights Agreement, dated as of February   ,
               1996, between The Williams Companies, Inc. and First
               Chicago Trust Company of New York.

          99.  Press release, dated January 22, 1996

                                 SIGNATURES

               Pursuant to the requirements of the Securities Exchange
     Act of 1934, the registrant has duly caused this report to be
     signed on its behalf by the undersigned hereunto duly authorized.

                                   THE WILLIAMS COMPANIES, INC.
                                             (Registrant)

                                   By:  /s/ DAVID M. HIGBEE      
                                        David M. Higbee
                                        Corporate Secretary

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

     EXHIBIT 4

                          [FORM OF RIGHTS AGREEMENT]

                                                     

                         THE WILLIAMS COMPANIES, INC.

                                     and

                   FIRST CHICAGO TRUST COMPANY OF NEW YORK,

                                 Rights Agent

                                                 

                               Rights Agreement

                         Dated as of February 6, 1996

                                                                   

                              Table of Contents

          Section                                              Page

             1.  Certain Definitions . . . . . . . . . . . .    2

             2.  Appointment of Rights Agent . . . . . . . .    9

             3.  Issue of Rights Certificates  . . . . . . .   10

             4.  Form of Rights Certificates . . . . . . . .   14

             5.  Countersignature and Registration . . . . .   16

             6.  Transfer, Split Up, Combination and
                  Exchange of Rights Certificates;
                  Mutilated, Destroyed, Lost or Stolen
                  Rights Certificates  . . . . . . . . . . .   17

             7.  Exercise of Rights; Purchase Price;
                  Expiration Date of Rights  . . . . . . . .   19

             8.  Cancellation and Destruction of Rights
                  Certificates . . . . . . . . . . . . . . .   25

             9.  Reservation and Availability of Capital
                  Stock  . . . . . . . . . . . . . . . . . .   26

             10.  Preferred Stock Record Date  . . . . . . .   30

             11.  Adjustment of Purchase Price, Number and
                  Kind of Shares or Number of Rights . . . .   31

             12.  Certificate of Adjusted Purchase Price or
                  Number of Shares . . . . . . . . . . . . .   54

             13.  Consolidation, Merger or Sale or Transfer
                  of Assets or Earning Power . . . . . . . .   54

             14.  Fractional Rights and Fractional Shares  .   61

             15.  Rights of Action . . . . . . . . . . . . .   64

             16.  Agreement of Rights Holders  . . . . . . .   65

             17.  Rights Certificate Holder Not Deemed a
                  Stockholder  . . . . . . . . . . . . . . .   67

             18.  Concerning the Rights Agent  . . . . . . .   67

             19.  Merger or Consolidation or Change of Name
                  of Rights Agent  . . . . . . . . . . . . .   69

             20.  Duties of Rights Agent . . . . . . . . . .   70

             21.  Change of Rights Agent . . . . . . . . . .   75

             22.  Issuance of New Rights Certificates  . . .   77

             23.  Redemption and Termination . . . . . . . .   78

             24.  Notice of Certain Events . . . . . . . . .   83

             25.  Notices  . . . . . . . . . . . . . . . . .   86

             26.  Supplements and Amendments . . . . . . . .   87

             27.  Successors . . . . . . . . . . . . . . . .   88

             28.  Determinations and Actions by the Board,
                  etc. . . . . . . . . . . . . . . . . . . .   88

             29.  Benefits of this Agreement . . . . . . . .   90

             30.  Severability . . . . . . . . . . . . . . .   90

             31.  Governing Law  . . . . . . . . . . . . . .   91

             32.  Counterparts . . . . . . . . . . . . . . .   91

             33.  Descriptive Headings . . . . . . . . . . .   91

             Exhibit A -- Form of Rights Certificate

                                                                   

                               RIGHTS AGREEMENT

                    RIGHTS AGREEMENT, dated as of February 6, 1996
          (the "Agreement"), between The Williams Companies, Inc.,
          a Delaware corporation (the "Company"), and First Chicago
          Trust Company of New York, (the "Rights Agent").

                             W I T N E S S E T H

                    WHEREAS, the Company entered into a Rights
          Agreement, dated as of January 26, 1986, as amended, with
          Morgan Guaranty Trust Company of New York, as Rights
          Agent, which Rights Agreement shall expire on February 6,
          1996;

                    WHEREAS, on January 21, 1996 (the "Rights
          Dividend Declaration Date"), the Board of Directors (the
          "Board") of the Company authorized and declared a
          dividend distribution of one Right for each share of
          common stock, par value $1 per share, of the Company
          outstanding at the close of business on February 6, 1996
          (the "Record Date"), and has authorized the issuance of
          one Right (as such number may hereinafter 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
          (as such term is defined in Section 3 hereof) each Right
          initially representing the right to purchase one
          two-hundredth of a share of Series A Junior Participating
          Preferred Stock of the Company having the rights, powers
          and preferences set forth in the Company's Restated
          Certificate of Incorporation (the "Certificate of
          Incorporation"), upon the terms and subject to the
          conditions hereinafter set forth (the "Rights"); 

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

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

                         (a)  "Acquiring Person" shall mean any
          Person who or which, together with all Affiliates and
          Associates of such Person, shall be the Beneficial Owner
          of 15% or more of the shares of Common Stock then
          outstanding, but shall not include (i) the Company, (ii)
          any Subsidiary of the Company, (iii) any employee benefit
          plan of the Company or of any Subsidiary of the Company,
          (iv) any Person or entity organized, appointed or
          established by the Company for or pursuant to the terms
          of any such plan or (v) any such Person who has reported
          or is required to report such ownership (but who is the
          Beneficial Owner of less than 20% of the shares of Common
          Stock outstanding) on Schedule 13G under the Exchange Act
          (or any comparable or successor report) or on Schedule
          13D under the Exchange Act (or any comparable or
          successor report) which Schedule 13D does not state any
          intention to or reserve the right to control or influence
          the management or policies of the Company or engage in
          any of the actions specified in Item 4 of such Schedule
          (other than the disposition of the Common Stock) and,
          within 10 Business Days of being requested by the Company
          to advise it regarding the same, certifies to the Company
          that such Person acquired shares of Common Stock in
          excess of 14.9% inadvertently or without knowledge of the
          terms of the Rights and who, together with all Affiliates
          and Associates, thereafter does not acquire additional
          shares of Common Stock while the Beneficial Owner of 15%
          or more of the shares of Common Stock then outstanding;
          provided, however, that if the Person requested to so
          certify fails to do so within 10 Business Days, then such
          Person shall become an Acquiring Person immediately after
          such 10 Business Day Period.

                         (b)  "Adverse Person" shall mean any
          Person declared to be an Adverse Person by the Board upon
          determination that the criteria set forth in Section
          11(a)(ii)(B) apply to such Person.

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

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

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

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

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

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

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

                         (g)  "Common Stock" shall mean the common
          stock, par value $1 per share, of the Company, except
          that "Common Stock" when used with reference to any
          Person other than the Company shall mean the capital
          stock of such Person with the greatest voting power, or
          the equity securities or other equity interest having
          power to control or direct the management, of such
          Person. 

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

                         (i)  "Preferred Stock" shall mean shares
          of Series A Junior Participating Preferred Stock, par
          value $1 per share, of the Company, and, to the extent
          that there are not a sufficient number of shares of
          Series A 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 A Junior Participating Preferred
          Stock. 

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

                         (o)  The following terms shall have the
          meaning specified in the indicated Section or Sections of
          this Agreement:

          Defined Term                            Section

          Act                                     8(c)
          Adjustment Shares                       11(a)(ii)
          Agreement                               Recitals
          Board                                   Recitals
          Certificate of Incorporation            Recitals
          Common Stock Equivalents                11(a)(iii)
          Company                                 Recitals, 13(a)
          Current Market Price                    11(d)(ii)
          Current Value                           11(a)(iii)
          Distribution Date                       3(a)
          Equivalent Preferred Stock              11(b)
          Expiration Date                         7(a)
          Final Expiration Date                   7(a)
          Preferred Stock                         Recitals
          Principal Party                         13(b)
          Purchase Price                          4(a), 11(a)(ii), 
                                                  13(a)
          Record Date                             Recitals
          Redemption Price                        23(a)
          Rights                                  Recitals
          Rights Agent                            Recitals
          Rights Certificates                     3(a)
          Rights Dividend Declaration Date        Recitals
          Section 11(a)(ii) Trigger Date          11(a)(iii)
          Spread                                  11(a)(iii)
          Substition Period                       11(a)(iii)
          Summary of Rights                       3(b)
          Trading Days                            11(d)(i)

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

                    Section 3.  Issue of Rights Certificates.   

                         (a)  Until the earliest of (i) the close
          of business on the tenth day after the Stock Acquisition
          Date (or, if the tenth day after the Stock Acquisition
          Date occurs before the Record Date, the close of business
          on the Record Date), (ii) the close of business on the
          tenth Business Day (or such later date as the Board shall
          determine) after the date that a tender or exchange offer
          by any Person (other than the Company, any Subsidiary of
          the Company, any employee benefit plan of the Company or
          of any Subsidiary of the Company, or any Person
          organized, appointed or established by the Company for or
          pursuant to the terms of any such plan) is first
          published or sent or given within the meaning of Rule
          14d-2(a) of the General Rules and Regulations under the
          Exchange Act, if upon consummation thereof, such Person
          would be the Beneficial Owner of 15% or more of the
          shares of Common Stock then outstanding or (iii) the
          close of business on the tenth Business Day after the
          Board determines, pursuant to the criteria set forth in
          Section 11(a)(ii)(B) hereof, that a Person is an Adverse
          Person (the earliest of (i), (ii) and (iii) 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
          A 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 Rights 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. 

                         (b)  With respect to certificates for the
          Common Stock outstanding as of the Record Date, until the
          Distribution Date, the Rights will be evidenced by such
          certificates for the Common Stock and the registered
          holders of the Common Stock shall also be the registered
          holders of the associated Rights.  Until the earlier of
          the Distribution Date or the Expiration Date (as such
          term is defined in Section 7 hereof), the transfer of any
          certificates representing shares of Common Stock in
          respect of which Rights have been issued shall also
          constitute the transfer of the Rights associated with
          such shares of Common Stock. 

                         (c)  Rights shall be issued in respect of
          all shares of Common Stock which are issued (whether
          originally issued or from the Company's treasury) after
          the Record Date but prior to the earlier of the
          Distribution Date or the Expiration Date.  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 The
               Williams Companies, Inc. (the "Company") and
               First Chicago Trust Company of New York (the
               "Rights Agent"), dated as of February 6, 1996,
               (the "Rights Agreement"), the terms of which
               are hereby incorporated herein by reference and
               a copy of which is on file at the principal
               offices of The Williams 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.  The Williams
               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, an Adverse
               Person or any Affiliate or Associate thereof
               (as such terms are defined in the Rights
               Agreement), whether currently held by or on
               behalf of such Person or by any subsequent
               holder, may become null and void.

          With respect to such certificates containing the
          foregoing legend, until the earlier of (i) the
          Distribution Date or (ii) the Expiration Date, the Rights
          associated with the Common Stock represented by such
          certificates shall be evidenced by such certificates
          alone and registered holders of Common Stock shall also
          be the registered holders of the associated Rights, and
          the transfer of any of such certificates shall also
          constitute the transfer of the Rights associated with the
          Common Stock represented by such certificates.

                    Section 4.  Form of Rights Certificates.

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

                         (b)  Any Rights Certificate issued
          pursuant to Section 3(a) or Section 22 hereof that
          represents Rights beneficially owned by:  (i) an
          Acquiring Person, an Adverse Person or any Associate or
          Affiliate of an Acquiring Person or an Adverse Person,
          (ii) a transferee of an Acquiring Person or an Adverse
          Person (or of any such Associate or Affiliate) who
          becomes a transferee after the Acquiring Person or
          Adverse Person becomes such, or (iii) a transferee of an
          Acquiring Person or an Adverse Person (or of any such
          Associate or Affiliate) who becomes a transferee prior to
          or concurrently with the Acquiring Person or the Adverse
          Person becoming such and receives such Rights pursuant to
          either (A) a transfer (whether or not for consideration)
          from the Acquiring Person or the Adverse Person to
          holders of equity interests in such Acquiring Person or
          Adverse Person or to any Person with whom such Acquiring
          Person or Adverse Person has any continuing agreement,
          arrangement or understanding regarding the transferred
          Rights or (B) a transfer which the Board 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 Adverse Person or an Affiliate or Associate
               of an Acquiring Person or an Adverse Person (as
               such terms are defined in the Rights
               Agreement).  Accordingly, this Rights
               Certificate and the Rights represented hereby
               may become null and void in the circumstances
               specified in Section 7(e) of such Agreement.

                    Section 5.  Countersignature and Registration.

                         (a)  The Rights Certificates shall be
          executed on behalf of the Company by its Chairman 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 (or by facsimile if permitted by law) 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. 

                    Section 6.  Transfer, Split Up, Combination and
          Exchange of Rights Certificates; Mutilated, Destroyed,
          Lost or Stolen Rights Certificates.  (a)  Subject to the
          provisions of Section 4(b), Section 7(e) and Section 14
          hereof, at any time after the close of business on the
          Distribution Date, and at or prior to the close of
          business on the Expiration Date, any Rights Certificate
          or Certificates 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 two-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. 

                    Section 7.  Exercise of Rights; Purchase Price;
          Expiration Date of Rights.  (a)  Subject to Section 7(e)
          hereof, the registered holder of any Rights Certificate
          may exercise the Rights evidenced thereby (except as
          otherwise provided herein including, without limitation,
          the restrictions on exercisability set forth in Section
          9(c), Section 11(a)(iii) and Section 23(a) hereof) in
          whole or in part at any time after the Distribution Date
          upon surrender of the Rights Certificate, with the form
          of election to purchase and the certificate on the
          reverse side thereof duly executed, to the Rights Agent
          at the principal office or offices of the Rights Agent
          designated for such purpose, together with payment of the
          aggregate Purchase Price with respect to the total number
          of one two-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
          to which such surrendered Rights are then exercisable, at
          or prior to the earlier of (i) the close of business on
          February 6, 2006 (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 two-
          hundredth of a share of Preferred Stock pursuant to the
          exercise of a Right shall initially be $140.00, 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 two-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
          two-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 two-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) shall be made in cash or by certified bank check,
          bank draft or money order payable to the order of the
          Company.  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.  The
          Company reserves the right to require prior to the
          occurrence of a Triggering Event that, upon any exercise
          of Rights, a number of Rights be exercised so that only
          whole shares of Preferred Stock would be issued. 

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

                         (e)  Notwithstanding anything in this
          Agreement to the contrary, from and after the first
          occurrence of a Section 11(a)(ii) Event, any Rights
          beneficially owned by (i) an Acquiring Person, an Adverse
          Person or an Associate or Affiliate of an Acquiring
          Person or an Adverse Person, (ii) a transferee of an
          Acquiring Person or an Adverse Person (or of any such
          Associate or Affiliate) who becomes a transferee after
          the Acquiring Person or the Adverse Person becomes such,
          or (iii) a transferee of an Acquiring Person or an
          Adverse Person (or of any such Associate or Affiliate)
          who becomes a transferee prior to or concurrently with
          the Acquiring Person or the Adverse Person becoming such
          and receives such Rights pursuant to either (A) a
          transfer (whether or not for consideration) from the
          Acquiring Person or the Adverse Person to holders of
          equity interests in such Acquiring Person or Adverse
          Person or to any Person with whom the Acquiring Person or
          the Adverse Person has any continuing agreement,
          arrangement or understanding regarding the transferred
          Rights or (B) a transfer which the Board 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 any
          other Person as a result of its failure to make any
          determinations with respect to an Acquiring Person or an
          Adverse Person or any of their respective Affiliates,
          Associates or transferees hereunder. 

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

                    Section 8.  Cancellation and Destruction of
          Rights Certificates.  All Rights Certificates surrendered
          for the purpose of exercise, transfer, split up,
          combination or exchange shall, if surrendered to the
          Company or any of its agents, be delivered to the Rights
          Agent for cancellation or in 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 or cause to be destroyed, such cancelled
          Rights Certificates, and in such case shall deliver a
          certificate of destruction thereof to the Company. 

                    Section 9.  Reservation and Availability of
          Capital Stock.  (a)  The Company covenants and agrees
          that it will cause to be reserved and kept available out
          of its authorized and unissued shares of 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, 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.  In addition,
          if the Company shall determine that a registration
          statement is required following the Distribution Date,
          the Company may temporarily suspend the exercisability of
          the Rights until such time as a registration statement
          has been declared effective.  Notwithstanding any
          provision of this Agreement to the contrary, the Rights
          shall not be exercisable in any jurisdiction if the
          requisite qualification in such jurisdiction shall not
          have been obtained, the exercise thereof shall not be
          permitted under applicable law or a registration
          statement shall not have been declared effective. 

                         (d)  The Company covenants and agrees that
          it will take all such action as may be necessary to
          ensure that all one two-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 two-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 two-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
          two-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 Company's satisfaction that
          no such tax is due.

                    Section 10.  Preferred Stock Record Date.  Each
          person in whose name any certificate for a number of one
          two-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. 

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

                         (a)(i)  In the event that 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 or she 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.

                         (ii) In the event:

                         (A)  any Person shall become an Acquiring
               Person, unless the event causing such Person to
               become an Acquiring Person is a transaction set
               forth in Section 13(a) hereof or is an acquisition
               of shares of Common Stock pursuant to a tender offer
               or an exchange offer for all outstanding shares of
               Common Stock at a price and on terms determined by
               at least a majority of the members of the Board who
               are not officers of the Company and who are not
               representatives, nominees, Affiliates or Associates
               of an Acquiring Person or an Adverse Person, after
               receiving advice from one or more investment banking
               firms, to be (a) at a price which is fair to
               stockholders (taking into account all factors which
               such members of the Board deem relevant including,
               without limitation, prices which could reasonably be
               achieved if the Company or its assets were sold on
               an orderly basis designed to realize maximum value)
               and (b) otherwise in the best interests of the
               Company and its stockholders, or

                         (B)  the Board shall declare any Person to
               be an Adverse Person, upon a determination that such
               Person, alone or together with its Affiliates and
               Associates, has become the Beneficial Owner of an
               amount of Common Stock which the Board determines to
               be substantial (which amount shall in no event be
               less than 10% of the shares of Common Stock then
               outstanding) and a determination by a majority of
               the Board who are not officers of the Company after
               reasonable inquiry and investigation, including
               consultation with such persons as such directors
               shall deem appropriate, that (a) such Beneficial
               Ownership by such Person is intended to cause the
               Company to repurchase the Common Stock beneficially
               owned by such Person or to cause pressure on the
               Company to take action or enter into a transaction
               or series of transactions intended to provide such
               Person with short-term financial gain under
               circumstances where such directors determine that
               the best long-term interests of the Company and its
               stockholders would not be served by taking such
               action or entering into such transaction or series
               of transactions at that time or (b) such Beneficial
               Ownership is causing or reasonably likely to cause a
               material adverse impact (including, but not limited
               to, impairment of relationships with customers or
               impairment of the Company's ability to maintain its
               competitive position) on the business or prospects
               of the Company;

               then, promptly following the occurrence of any event
               described in 11(a)(ii)(A) or 11(a)(ii)(B) hereof,
               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 two-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
               two-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").

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

                         (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, 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, 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. 

                         (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 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 the
          ex-dividend date for such dividend or distribution, or
          the record date for such subdivision, combination or
          reclassification shall not have occurred prior to the
          commencement of the requisite thirty (30) Trading Day or
          ten (10) Trading Day period, as set forth above, then,
          and in each such case, the Current Market Price shall be
          properly adjusted to take into account 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 Nasdaq
          Stock Market consolidated reporting system 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.  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 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, whose determination shall be described in a
          statement filed with the Rights Agent and shall be
          conclusive for all purposes. 

                         (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 200 (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, 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 a Unit
          shall be equal to the Current Market Price of one share
          of Preferred Stock divided by 200.

                         (e)  Anything herein to the contrary
          notwithstanding, no adjustment in the Purchase Price
          shall be required unless such adjustment would require an
          increase or decrease of at least one percent (1%) in the
          Purchase Price; provided, however, that any adjustments
          which by reason of this Section 11(e) are not required to
          be made shall be carried forward and taken into account
          in any subsequent adjustment.  All calculations under
          this Section 11 shall be made to the nearest cent or to
          the nearest 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. 

                         (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
          two-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 two-hundredths of a share of Preferred Stock
          (calculated to the nearest one-millionth) obtained by (i)
          multiplying (x) the number of one two-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 two-hundredths 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
          two-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 Certificates evidencing,
          subject to Section 14 hereof, the additional Rights to
          which such holders shall be entitled as a result of such
          adjustment, or, at the option of the Company, shall cause
          to be distributed to such holders of record in
          substitution and replacement for the Rights Certificates
          held by such holders prior to the date of adjustment, and
          upon surrender thereof, if required by the Company, new
          Rights Certificates evidencing all the Rights to which
          such holders shall be entitled after such adjustment. 
          Rights Certificates so to be distributed shall be issued,
          executed and countersigned in the manner provided for
          herein (and may bear, at the option of the Company, the
          adjusted Purchase Price) and shall be registered in the
          names of the holders of record of Rights Certificates on
          the record date specified in the public announcement. 

                         (j)  Irrespective of any adjustment or
          change in the Purchase Price or the number of one two-
          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 two-hundredth of a share and
          the number of one two-hundredths 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 two-
          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 two-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
          two-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 two-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 its good faith
          judgment the Board 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 stockholders. 

                         (n)  The Company covenants and agrees that
          it shall not, at any time after the Distribution Date,
          (i) consolidate with any other Person (other than a
          Subsidiary of the Company in a transaction which complies
          with Section 11(o) hereof), (ii) merge with or into any
          other Person (other than a Subsidiary of the Company in a
          transaction which complies with Section 11(o) hereof), or
          (iii) sell or transfer (or permit any Subsidiary to sell
          or transfer), in one transaction, or a series of related
          transactions, assets, cash flow or earning power
          aggregating more than 50% of the assets, cash flow 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 consolidation, 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. 

                         (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 of 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. 

                         (q)  The failure by the Board to declare a
          Person to be an Adverse Person following such Person
          becoming the Beneficial Owner of 10% or more of the
          outstanding Common Stock shall not imply that such Person
          is not an Adverse Person or limit the Board's right at
          any time in the future to declare such Person to be an
          Adverse Person.

                    Section 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. 

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

                         (a)  In the event that, following the
          Stock Acquisition Date or a determination by the Board
          that a Person has become an Adverse Person, 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, cash flow or
          earning power aggregating more than 50% of the assets,
          cash flow 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
          (except as may be contemplated by Section 13(d) hereof),
          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,
          non-assessable 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 two-
          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 two-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. 

                         (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). 

                         (d)  Notwithstanding anything in this
          Agreement to the contrary, Section 13 shall not be
          applicable to a transaction described in subparagraphs
          (x) and (y) of Section 13(a) if (i) such transaction is
          consummated with a Person or Persons who acquired shares
          of Common Stock pursuant to a tender offer or exchange
          offer for all outstanding shares of Common Stock which
          complies with the provisions of Section 11(a)(ii)(A)
          hereof (or a wholly owned subsidiary of any such Person
          or Persons), (ii) the price per share of Common Stock
          offered in such transaction is not less than the price
          per share of Common Stock paid to all holders of shares
          of Common Stock whose shares were purchased pursuant to
          such tender offer or exchange offer and (iii) the form of
          consideration being offered to the remaining holders of
          shares of Common Stock pursuant to such transaction is
          the same as the form of consideration paid pursuant to
          such tender offer or exchange offer.  Upon consummation
          of any such transaction contemplated by this Section
          13(d), all Rights hereunder shall expire. 

                    Section 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 Certificates which evidence
          fractional Rights.  In lieu of such fractional Rights,
          there shall be paid to the registered holders of the
          Rights Certificates with regard to which such fractional
          Rights would otherwise be issuable, an amount in cash
          equal to the same fraction of the current market value of
          a whole Right.  For purposes of this Section 14(a), the
          current market value of a whole Right shall be the
          closing price of the Rights for the Trading Day
          immediately prior to the date on which such fractional
          Rights would have been otherwise issuable.  The closing
          price of the Rights for any day shall be the last sale
          price, regular way, or, in case no such sale takes place
          on such day, the average of the closing bid and asked
          prices, regular way, in either case as reported in the
          principal consolidated transaction reporting system with
          respect to securities listed or admitted to trading on
          the New York Stock Exchange or, if the Rights are not
          listed or admitted to trading on the New York Stock
          Exchange, as reported 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 the Nasdaq Stock Market 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.  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 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
          two-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
          two-hundredth of a share of Preferred Stock).  In lieu of
          fractional shares of Preferred Stock that are not
          integral multiples of one two-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
          two-hundredth of a share of Preferred Stock.  For
          purposes of this Section 14(b), the current market value
          of one two-hundredth of a share of Preferred Stock shall
          be one two-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 or her
          right to receive any fractional Rights or any fractional
          shares upon exercise of a Right, except as permitted by
          this Section 14. 

                    Section 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 or her own behalf and for his
          or her own benefit, enforce, and may institute and
          maintain any suit, action or proceeding against the
          Company to enforce, or otherwise act in respect of, his
          or her right to exercise the Rights evidenced by such
          Rights Certificate in the manner provided in such Rights
          Certificate and in this Agreement.  Without limiting the
          foregoing or any remedies available to the holders of
          Rights, it is specifically acknowledged that the holders
          of Rights would not have an adequate remedy at law for
          any breach of this Agreement and shall be entitled to
          specific performance of the obligations hereunder and
          injunctive relief against actual or threatened violations
          of the obligations hereunder of any Person subject to
          this Agreement. 

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

                    Section 17.  Rights Certificate Holder Not
          Deemed a Stockholder.  No holder, as such, of any Rights
          Certificate shall be entitled to vote, receive dividends
          or be deemed for any purpose the holder of the number of
          one two-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. 

                    Section 18.  Concerning the Rights Agent. 

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

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

                         (a)  Any corporation into which the Rights
          Agent or any successor Rights Agent may be merged or with
          which it may be consolidated, or any corporation
          resulting from any merger or consolidation to which the
          Rights Agent or any successor Rights Agent shall be a
          party, or any corporation succeeding to the corporate
          trust, stock transfer or shareholder services 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. 

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

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

                         (b)  Whenever in the performance of its
          duties under this Agreement the Rights Agent shall deem
          it necessary or desirable that any fact or matter
          (including, without limitation, the identity of any
          Acquiring Person or Adverse 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. 

                         (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. 

                         (l)  The Rights Agent shall not be liable
          for failure to perform any duties except as specifically
          set forth herein and no implied covenants or obligations
          shall be read into this Agreement against the Rights
          Agent whose duties and obligations are ministerial and
          shall be determined solely by the express provisions
          hereof.

                    Section 21.  Change of Rights Agent.  The
          Rights Agent or any successor Rights Agent may resign and
          be discharged from its duties under this Agreement upon
          thirty (30) days' notice in writing mailed to the
          Company, and to each transfer agent of the Common Stock
          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 New York (or of any other state
          of the United States so long as such corporation is
          authorized to do business as a banking institution in the
          State of New York), in good standing, which is authorized
          under such laws to exercise stock transfer or corporate
          trust powers and is subject to supervision or examination
          by federal or state authority and which, at the time of
          its appointment as Rights Agent, has, or is an affiliate
          of a corporation which has, 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. 

                    Section 22.  Issuance of New Rights
          Certificates.  Notwithstanding any of the provisions of
          this Agreement or of the Rights to the contrary, the
          Company may, at its option, issue new Rights Certificates
          evidencing Rights in such form as may be approved by the
          Board 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, granted or awarded as of
          the Distribution Date, 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 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. 

                    Section 23.  Redemption and Termination.

                         (a)  The Board of the Company may, at its
          option, at any time prior to the earlier of (i) the close
          of business on the tenth day following the Stock
          Acquisition Date (or, if the Stock Acquisition Date shall
          have occurred prior to the Record Date, the close of
          business on the tenth day following the Record Date), or
          (ii) the Final Expiration Date, redeem all but not less
          than all the then outstanding Rights at a redemption
          price of $0.01 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").  Notwithstanding anything
          contained in this Agreement to the contrary, the Rights
          shall not be exercisable after the first occurrence of a
          Section 11(a)(ii) Event until such time as the Company's
          right of redemption hereunder has expired.  The Company
          may, at its option, pay the Redemption Price in cash,
          shares of Common Stock (based on the Current Market
          Price, as defined in Section 11(d)(i) hereof, of the
          Common Stock at the time of redemption) or any other form
          of consideration deemed appropriate by the Board. 

                         (b)  Immediately upon the action of the
          Board 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 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.

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

                         (ii)  Immediately upon the action of the
          Board ordering the exchange of any Rights pursuant to
          paragraph (c)(i) of this Section 23 and without any
          further action and without any notice, the right to
          exercise such Rights shall terminate and the only right
          thereafter of a holder of such Rights shall be to receive
          that number of shares of Common Stock equal to the number
          of such Rights held by such holder multiplied by the
          Exchange Ratio.  The Company shall promptly give public
          notice of any such exchange; provided, however, that the
          failure to give, or any defect in, such notice shall not
          affect the validity of such exchange.  The Company
          promptly shall mail a notice of any such exchange to all
          of the holders of such Rights at their last addresses as
          they appear upon the registry books of the Rights Agent. 
          Any notice which is mailed in the manner herein provided
          shall be deemed given, whether or not the holder receives
          the notice.  Each such notice of exchange will state the
          method by which the exchange of the Common Stock for
          Rights will be effected and, in the event of any partial
          exchange, the number of Rights which will be exchanged. 
          Any partial exchange shall be effected pro rata based on
          the number of Rights (other than Rights which have become
          void pursuant to the provisions of Section 7(e) hereof)
          held by each holder of Rights.

                         (iii)  In any exchange pursuant to this
          Section 23(c), the Company, at its option, may substitute
          Preferred Stock (or equivalent preferred stock, as such
          term is defined in paragraph (b) of Section 11 hereof)
          for Common Stock exchangeable for rights, at the initial
          rate of one two-hundredths of a share of Preferred Stock
          (or equivalent preferred stock) for each share of Common
          Stock, as appropriately adjusted to reflect adjustments
          in the voting rights of the Preferred Stock pursuant to
          the Company's Restated Certificate of Incorporation, so
          that the fraction of a share of Preferred Stock delivered
          in lieu of each share of Common Stock shall have the same
          voting rights as one share of Common Stock.

                         (iv)  In the event that there shall not be
          sufficient Common Stock issued but not outstanding or
          authorized but unissued to permit any exchange of Rights
          as contemplated in accordance with this Section 23(c),
          the Company shall take all such action as may be
          necessary to authorize additional Common Stock for
          issuance upon exchange of the Rights.

                         (v)  The Company shall not be required to
          issue fractions of shares of Common Stock or to
          distribute certificates which evidence fractional shares
          of Common Stock.  In lieu of such fractional shares of
          Common Stock, there shall be paid to the registered
          holders of the Right Certificates with regard to which
          such fractional shares of Common Stock would otherwise be
          issuable, an amount in cash equal to the same fraction of
          the current market value of a whole share of Common
          Stock.  For the purposes of this paragraph (v) of Section
          23(c), the current market value of a whole share of
          Common Stock shall be the closing price of a share of
          Common Stock (as determined pursuant to the second
          sentence of Section 11(d)(i) hereof) for the Trading Day
          immediately prior to the date of exchange pursuant to
          this Section 23(c).

                    Section 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, cash flow 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. 

                    Section 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 telecopier (with receipt confirmed) or by
          first-class mail, postage prepaid, addressed (until
          another address is filed in writing with the Rights
          Agent) as follows:

                    The Williams Companies, Inc.
                    One Williams Center
                    Tulsa, Oklahoma 74172
                    Attention:  Corporate Secretary
                    Telecopier:  (918) 588-4503

          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 telecopier (with receipt confirmed) or by
          first-class mail, postage prepaid, addressed (until
          another address is filed in writing with the Company) as
          follows:

                    First Chicago Trust Company of New York
                    525 Washington Boulevard
                    Mail Suite 4660
                    Jersey City, New Jersey 07310
                    Attention:  Tenders & Exchanges Administration
                    Telecopier:  (201) 222-4291

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

                    Section 26.  Supplements and Amendments.  Prior
          to the Distribution Date, 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, 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 other
          provisions herein, (iii) to shorten or 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 (other than an Acquiring Person or an
          Adverse Person or an Affiliate or Associate of an
          Acquiring Person or an Adverse Person); 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.  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. 

                    Section 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. 

                    Section 28.  Determinations and Actions by the
          Board, 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
          shall have the exclusive power and authority to
          administer this Agreement and to exercise all rights and
          powers specifically granted to the Board 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 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 to
          any liability to the holders of the Rights. 

                    Section 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).

                    Section 30.  Severability.  If any term,
          provision, covenant or restriction of this Agreement is
          held by a court of competent jurisdiction or other
          authority to be invalid, void or unenforceable, the
          remainder of the terms, provisions, covenants and
          restrictions of this Agreement shall remain in full force
          and effect and shall in no way be affected, impaired or
          invalidated; 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 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.  Without limiting the
          foregoing, if any provision requiring the approval of a
          majority of a group of directors, which group constitutes
          less than the entire Board, 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 in accordance with applicable law and
          the Company's Certificate of Incorporation and By-Laws.

                    Section 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.

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

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

                    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:                  The Williams Companies, Inc.

          By                       By                      
              Name:                      Name: 
              Title:                     Title: 

          Attest:                  First Chicago Trust Company
                                     of New York

          By                       By                      
              Name:                      Name: 
              Title:                     Title:

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

                                                           Exhibit A

          [Form of Rights Certificate]

          Certificate No. R-                         ________ Rights

          NOT EXERCISABLE AFTER February 6, 2006 OR EARLIER IF
          REDEEMED BY THE COMPANY.  THE RIGHTS ARE SUBJECT TO
          REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.01 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
          ADVERSE PERSON OR AN AFFILIATE OR ASSOCIATE OF AN
          ACQUIRING PERSON OR AN ADVERSE 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.](1)

          Rights Certificate

          The Williams 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 February
          6, 1996 (the "Rights Agreement"), between The Williams
          Companies, Inc., a Delaware corporation (the "Company"),
          and First Chicago Trust Company of New York (the "Rights
          Agent"), to purchase from the Company at any time prior
          to 5:00 P.M. (Tulsa, Oklahoma time) on February 6, 2006
          at the office or offices of the Rights Agent designated
          for such purpose, or its successors as Rights Agent, one
          two-hundredth of a fully paid, non-assessable share of
          Series A Junior Participating Preferred Stock (the
          "Preferred Stock") of the Company, at a purchase price of
          $140.00 per one two-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 number of Rights
          evidenced by this Rights Certificate (and the number of
          shares which may be purchased upon exercise thereof) set
                              
          1    The portion of the legend in brackets shall be
               inserted only if applicable and shall replace the
               preceding sentence.

          forth above, and the Purchase Price per share set forth
          above, are the number and Purchase Price as of February
          6, 1996 based on the Preferred Stock as constituted at
          such date.  The Company reserves the right to require
          prior to the occurrence of a Triggering Event (as such
          term is defined in the Rights Agreement) that a number of
          Rights be exercised so that only whole shares of
          Preferred Stock will be issued.

                    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
          Adverse Person or an Affiliate or Associate of any such
          Acquiring Person or Adverse Person (as such terms are
          defined in the Rights Agreement), (ii) a transferee of
          any such Acquiring Person, Adverse 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
          Adverse Person, or an Affiliate or Associate of an
          Acquiring Person or an Adverse 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.

                    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
          Company.

                    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 two-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 $0.01 per Right at any time prior to the earlier
          of the close of business on (i) the tenth day following
          the Stock Acquisition Date (as such time period may be
          extended pursuant to the Rights Agreement), and (ii) the
          Final Expiration Date.  In addition, the Rights may be
          exchanged, in whole or in part, for shares of the Common
          Stock, or shares of preferred stock of the Company having
          essentially the same value or economic rights as such
          shares.  Immediately upon the action of the Board of
          Directors of the Company authorizing any such exchange,
          and without any further action or any notice, the Rights
          (other than Rights which are not subject to such
          exchange) will terminate and the Rights will only enable
          holders to receive the shares issuable upon such
          exchange.

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

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

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

          Dated as of              ,     

                                                                   

          ATTEST:                  The Williams Companies, Inc.

          ____________________     By_______________________
              Secretary                   Title:

          Countersigned:

          First Chicago Trust Company
            of New York

          By______________________
             Authorized Signature

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

                 [Form of Reverse Side of Rights Certificate]

                              FORM OF ASSIGNMENT

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

          FOR VALUE RECEIVED                                     
          hereby sells, assigns and transfer unto                
                                                                 
                (Please print name and address of transferee)

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

          Dated: __________________, ____     ______________________
                                             Signature

          Signature Guaranteed:

                                 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, an Adverse
          Person or an Affiliate or Associate of an Acquiring Person
          or an Adverse Person (as such terms are defined pursuant
          to the Rights Agreement);

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

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

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

          To: The Williams 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:

                                 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, an
          Adverse Person or an Affiliate or Associate of an
          Acquiring Person or an Adverse Person (as such terms are
          defined pursuant to the Rights Agreement);

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

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

     EXHIBIT 99

                         Jan. 22, 1995

                         Jim Gipson           (918) 588-2111 (Media)
                         Linda Lawson         (918) 588-2067 (Investors)
                         Richard George       (918) 588-3679

      WILLIAMS COMPANIES, INC. REPLACES EXPIRING SHAREHOLDER RIGHTS PLAN

               TULSA--The Williams Companies, Inc. board of directors
     has approved a shareholders rights plan covering the next 10
     years to change and replace an existing plan that expires on Feb.
     6.

               Such plans are designed to deter coercive takeover
     tactics and to prevent an acquiring entity from gaining control
     of the company without offering a fair price to all of the
     company's shareholders.  Publicly traded companies routinely
     adopt these kinds of plans.

               The shareholder rights plan is included with a Form 8-K
     that will be filed at the Securities and Exchange Commission.  A
     copy of the plan can be obtained from the commission or by
     calling Williams' investor relations data request service at
     (918) 588-4084.

               Williams' companies consist of the nation's largest-
     volume system of interstate natural gas pipelines; one of the
     nation's largest natural gas gatherers and processors; a full-
     service energy marketing and trading company; a Midwest petroleum
     products pipeline; a national business-telecommunications
     equipment sales and services company; and a nationwide fiber-
     optic video services provider.  (NYSE:  WMB).  Company
     Information is available on the Internet World Wide Web at: 
     htpp://www.twc.com.