SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549



                                  FORM 8-A



              FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR (g) OF THE
                     SECURITIES AND EXCHANGE ACT OF 1934



                            PIER 1 IMPORTS, INC.
           (Exact name of registrant as specified in its charter)



              Delaware                                 75-1729843
       (State of incorporation                       (IRS Employer
            or organization)                       Identification No.)



      301 Commerce Street, Suite 600
            Fort Worth, Texas                             76102
 (Address of principal executive offices)               (Zip Code)



Securities to be registered pursuant to Section 12(b) of the Act:

       Title of each class                   Name of each exchange on which
       to be so registered                   each class is to be registered
       -------------------                   ------------------------------

  Common Stock Purchase Rights                  New York Stock Exchange



Securities to be registered pursuant to Section 12(g) of the Act:

                                    None


Item 1.   Description of Registrant's Securities to be Registered.

     On December 9, 1994, the Board of Directors of Pier 1 Imports, Inc. (the
"Company")  announced the declaration of a dividend of one share purchase
right (a "Right") for each outstanding share of common stock, par value $1.00
per share (the "Common Shares" ), of the Company.  The dividend is payable on
December 21, 1994 (the "Record Date") to shareholders of record on that date. 
Each Right entitles the registered holder to purchase from the Company one
Common Share at a price of $35.00 per Common Share (the "Purchase Price" ),
subject to adjustment.  The description and terms of the Rights are set forth
in a Rights Agreement (the "Rights Agreement") between the Company and First
Interstate Bank of Texas, N.A., as Rights Agent.

     Initially the Rights are not exercisable.  They will trade with, and
cannot be separated from, the outstanding Common Shares.  The Rights will be
evidenced by certificates for such Common Shares together with this Summary
of Rights attached for shares outstanding on the Record Date.  New
certificates for Common Shares issued after the Record Date upon transfer of
then outstanding shares or new issuance of Common Shares will contain a
notation incorporating the Rights Agreement by reference.  Until the Rights
become exercisable (or are redeemed or expire at an earlier time) the
transfer of any Common Share certificates, with or without this Summary of
Rights attached for shares outstanding on the Record Date, will also
constitute the transfer of Rights associated with such Common Shares.

     The Rights become exercisable at the earlier to occur of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons have acquired beneficial ownership of 15% or more of the
outstanding Common Shares (such person or group being referred to as an
"Acquiring Person"), or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any
Person becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in beneficial ownership by a person or
group of 15% or more of the outstanding Common Shares (the earlier of such
dates being called the "Distribution Date").  As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
will be mailed to holders of record of the Common Shares as of the close of
business on the Distribution Date and such separate Rights certificates alone
will evidence the Rights. 

     The Rights will expire on December 21, 2004, unless such date is
extended or unless earlier redeemed or exchanged by the Company as described
below.

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

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

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

     In the event that the Company were acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power were sold, proper provision will be made so that each holder of
a Right will thereafter have the right to receive, upon the exercise thereof
at the then current exercise price of the Right, that number of shares of
common stock of the acquiring company which at the time of such transaction
would have a market value of two times the exercise price of the Right.

     In the event that any person becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right, other than the
Acquiring Person and its Affiliates and Associates (whose Rights will
thereafter be void), will thereafter have the right to receive upon exercise
at the then current exercise price of the Right, that number of Common Shares
having a market value on the date such person became an Acquiring Person of
two times the exercise price of the Right.  If the Company does not have
sufficient Common Shares to satisfy such obligation to issue Common Shares,
or if the Board of Directors so elects, the Company shall deliver upon
payment of the exercise price of a Right in substitution for any or all
Common Shares an amount of cash, securities or other assets equivalent in
value to the Common Shares otherwise issuable upon exercise of a Right
immediately after any required adjustments; provided that, if the Company
fails to meet such obligation within 30 days following the event triggering
the right to purchase Common Shares, the Company must deliver, upon exercise
of a Right but without requiring payment of the exercise price then in
effect, Common Shares (to the extent available) and cash equal in value to
the difference between the value of the Common Shares otherwise issuable upon
the exercise of a Right and the exercise price then in effect.  The Board of
Directors may extend the 30-day period described above for up to an
additional 60 days to permit the taking of action that may be necessary to
authorize sufficient additional Common Shares to permit the issuance of
Common Shares upon the exercise in full of the Rights.

     The Board of Directors of the Company may at its option at any time
after any person becomes an Acquiring Person, but not after any person
together with his affiliates and associates beneficially owns more than 50%
of the outstanding Common Shares, exchange all or part of the then
outstanding and exercisable Rights (other than those held by such Acquiring
Person or group which shall have become void) for Common Shares at an
exchange ratio of one-half the number of Common Shares receivable upon
exercise of a Right per Right, subject to adjustment.

     At any time prior to the time that a person or group of affiliated or
associated persons acquires beneficial ownership of 15% or more of the
outstanding Common Shares, the Board of Directors of the Company may redeem
the Rights in whole, but not in part, at a redemption price of $.01 per
Right.  The redemption of the Rights may be made effective at such time, on
such basis and with such conditions as the Board of Directors in its sole
discretion may establish.  Immediately upon the action of the Board of
Directors ordering redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
such redemption price. 

     The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, except that after
any person becomes an Acquiring Person, no such amendment may adversely
affect the interests of the holders of the Rights (other than the Acquiring
Person and its affiliates and associates).

     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.

     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 filed as Exhibit No. 4 to this Registration Statement and is incorporated
herein by reference. 

Item 2.   Exhibits.

     4.   Rights Agreement, dated as of December 9, 1994, between Pier 1
Imports, Inc. and First Interstate Bank of Texas, N.A., as Rights Agent.  The
Rights Agreement includes as Exhibit A the form of Right Certificate. 
Pursuant to the Rights Agreement, Right Certificates will not be distributed
until after the Distribution Date (as defined in the Rights Agreement).


                                  SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

Dated:  December 20, 1994


                                        PIER 1 IMPORTS, INC.


                                        By /s/ J. Rodney Lawrence
                                           J. Rodney Lawrence
                                           Senior Vice President

                                                                    EXHIBIT 4
                                                                             










                              RIGHTS AGREEMENT



                                   between

                            PIER 1 IMPORTS, INC.

                                    and 

                    FIRST INTERSTATE BANK OF TEXAS, N. A.
                                Rights Agent 





                        Dated as of December 9,  1994












                                                                             


                              TABLE OF CONTENTS

                                                                         Page

Section 1.  Certain Definitions . . . . . . . . . . . . . . . . . . . . . . 1

Section 2.  Appointment of Rights Agent . . . . . . . . . . . . . . . . . . 4

Section 3.  Issue of Right Certificates . . . . . . . . . . . . . . . . . . 4

Section 4.  Form of Right Certificates. . . . . . . . . . . . . . . . . . . 5

Section 5.  Countersignature and Registration . . . . . . . . . . . . . . . 6

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

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

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

Section 9.  Reservation and Availability of Preferred Shares. . . . . . . . 8

Section 10. Preferred Shares Record Date. . . . . . . . . . . . . . . . . . 9

Section 11. Adjustment of Purchase Price, Number of Shares or
              Number of Rights. . . . . . . . . . . . . . . . . . . . . . . 9

Section 12. Certificate of Adjusted Purchase Price or Number of Shares. . .15

Section 13. Consolidation, Merger or Sale or Transfer of Assets
              or Earning Power. . . . . . . . . . . . . . . . . . . . . . .15

Section 14. Fractional Rights and Fractional Shares . . . . . . . . . . . .16

Section 15. Rights of Action. . . . . . . . . . . . . . . . . . . . . . . .17

Section 16. Agreement of Right Holders. . . . . . . . . . . . . . . . . . .17

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

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

Section 19. Merger or Consolidation or Change of Name
              of Rights Agent . . . . . . . . . . . . . . . . . . . . . . .18

Section 20. Duties of Rights Agent. . . . . . . . . . . . . . . . . . . . .18

Section 21. Change of Rights Agent. . . . . . . . . . . . . . . . . . . . .20

Section 22. Issuance of New Right Certificates. . . . . . . . . . . . . . .21

Section 23. Redemption. . . . . . . . . . . . . . . . . . . . . . . . . . .21

Section 24. Exchange. . . . . . . . . . . . . . . . . . . . . . . . . . . .22

Section 25. Notice of Certain Events. . . . . . . . . . . . . . . . . . . .23

Section 26. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . .23

Section 27. Supplements and Amendments. . . . . . . . . . . . . . . . . . .24

Section 28. Determination and Actions by the Board of Directors . . . . . .24

Section 29. Successors. . . . . . . . . . . . . . . . . . . . . . . . . . .24

Section 30. Benefits of this Agreement. . . . . . . . . . . . . . . . . . .24

Section 31. Severability. . . . . . . . . . . . . . . . . . . . . . . . . .25

Section 32. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . .25

Section 33. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . .25

Section 34. Descriptive Headings. . . . . . . . . . . . . . . . . . . . . .25


Exhibit A -- Form of Right Certificate 
Exhibit B -- Summary of Rights to Purchase Preferred Shares



                              RIGHTS AGREEMENT


     Rights Agreement, dated as of December 9, 1994, between Pier 1 Imports,
Inc., a Delaware corporation (the "Company"), and First Interstate Bank of
Texas, N.A., a national banking association (the "Rights Agent"). 

     The Board of Directors of the Company has authorized and declared a
dividend of one share purchase right (a "Right") for each Common Share (as
hereinafter defined) of the Company outstanding at the Close of Business (as
hereinafter defined) on December 21, 1994, (the "Record Date"), each Right
initially representing the right to purchase one Common Share, upon the terms
and subject to the conditions herein set forth, and has further authorized
the issuance of one Right for each Common Share that shall become outstanding
between the Record Date and the earliest of the Distribution Date, the
Redemption Date or the Final Expiration Date (as such terms are hereinafter
defined).

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

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

          "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 Common Shares then outstanding,
     but shall not include the Company, any Subsidiary of the Company, any
     employee benefit plan of the Company or of any Subsidiary of the
     Company, or any entity holding Common Shares for or pursuant to the
     terms of any such plan. Notwithstanding the foregoing, no Person shall
     become an "Acquiring Person" as the result of an acquisition of Common
     Shares by the Company which, by reducing the number of shares
     outstanding, increases the proportionate number of shares beneficially
     owned by such Person to 15% or more of the Common Shares of the Company
     then outstanding; provided, however, that if a Person shall become the
     Beneficial Owner of 15% or more of the Common Shares of the Company then
     outstanding by reason of share purchases by the Company and shall, after
     such share purchases by the Company, become the Beneficial Owner of any
     additional Common Shares of the Company, then such Person shall be
     deemed to be an "Acquiring Person."

          "Affiliate" and "Associate" shall have the respective meanings
     ascribed to such terms in Rule 12b-2 of the General Rules and
     Regulations under the Exchange Act as in effect on the date hereof. 

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

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

               (ii)  which such Person or any of such Person's Affiliates or
          Associates has (A) the right to acquire (whether such right is
          exercisable immediately or only after the passage of time) pursuant
          to any agreement, arrangement or understanding (other than
          customary agreements with and between underwriters and selling
          group members regarding a bona fide public offering of securities),
          written or otherwise, or upon the exercise of conversion rights,
          exchange rights, rights (other than these Rights), warrants or
          options, or otherwise; provided, however, that a Person shall not
          be deemed the Beneficial Owner of, or to beneficially own,
          securities tendered pursuant to a tender or exchange offer made
          pursuant to, and in accordance with, the applicable rules and
          regulations promulgated under the Exchange Act by or on behalf of
          such Person or any of such Person's Affiliates or Associates until
          such tendered securities are accepted for purchase; or (B) the
          right to vote pursuant to any agreement, arrangement or
          understanding, provided, however, that a Person shall not be deemed
          the Beneficial Owner of, or to beneficially own, any security if
          the agreement, arrangement or understanding to vote such security
          (1) arises solely from a revocable proxy or consent given to such
          Person in response to a public proxy or consent solicitation made
          pursuant to, and in accordance with, the applicable rules and
          regulations of the Exchange Act and (2) is not also then reportable
          on Schedule 13D under the Exchange Act (or any comparable or
          successor report); or 

               (iii) which are beneficially owned, directly or indirectly, by
          any other Person with which such Person or any of such Person's
          Affiliates or Associates has any agreement, arrangement or
          understanding (other than customary agreements with and between
          underwriters and selling group members regarding a bona fide public
          offering of securities), written or otherwise, for the purpose of
          acquiring, holding, voting (except to the extent permitted by the
          immediately preceding clause (ii)(B) of this definition) or
          disposing of any securities of the Company. 

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

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

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

          "Common Shares" when used with reference to the Company shall mean
     shares of common stock, par value $1.00 per share, of the Company. 
     "Common Shares" when used with reference to any Person other than the
     Company shall mean the capital stock (or equity interest) with the
     greatest voting power of such Person or, if such Person is a Subsidiary
     of another Person, the Person or Persons which ultimately control such
     first-mentioned Person. 

          "Current Value" shall have the meaning set forth in Section
     11(a)(iii) hereof.

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

          "equivalent common shares" shall have the meaning set forth in
     Section 11(b) hereof.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
     amended.

          "Exchange Date" shall mean the time at which the Board of Directors
     of the Company orders exchange of the Rights pursuant to Section 24
     hereof.

          "Exchange Ratio" shall have the meaning set forth in Section 24(a)
     hereof.

          "Final Expiration Date" shall be December 21, 2004.

          "Person" shall mean any individual, firm, corporation, partnership,
     limited partnership, business trust, unincorporated association, group
     (as such term is used in Rule 13d-5 under the Exchange Act) or other
     entity, and shall include any successor (by merger or otherwise) of such
     entity. 

          "Purchase Price" shall mean the price to be paid for each Common
     Share pursuant to the exercise of a Right, which price is, as of the
     date hereof, as set forth in Section 7(b) hereof.  The Purchase Price is
     subject to adjustment from time to time as set forth in Sections 11 and
     13 hereof.

          "Record Date" shall have the meaning set forth in the preamble
     hereof.

          "Redemption Date" shall mean the time at which the Rights are
     redeemed as provided in Section 23 hereof.

          "Right Certificate" shall mean a certificate evidencing a Right in
     substantially the form of Exhibit A hereto.

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

          "Subsidiary" of any Person shall mean any Person of which a
     majority of the voting power of the voting equity securities or equity
     interests is owned, directly or indirectly, by such Person. 

          "Summary of Rights" shall mean the Summary of Rights to Purchase
     Common Shares in substantially the form of Exhibit B hereto.

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

     Section 3.     Issuance of Right Certificates.  (a)  Until the earlier
of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth
Business Day, or such later date as may be determined by the Board of
Directors prior to such time as any Person becomes an Acquiring Person, after
the date of the commencement by any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company, or any entity holding Common Shares of the Company
for or pursuant to the terms of any such plan) of, or of the first public
announcement of the intention of any person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company, or any entity holding Common Shares of the Company
for or pursuant to the terms of any such plan) to commence, a tender or
exchange offer the consummation of which would result in any Person's
becoming the Beneficial Owner of 15% or more of the outstanding Common
Shares, including any such date which is after the date of this Agreement and
prior to the issuance of the Rights (the earlier of such dates being herein
referred to as the "Distribution Date"), (x) the Rights will be evidenced
(subject to the provisions of Section 3(b) hereof) by the certificates for
Common Shares registered in the names of the holders thereof (which
certificates shall also be deemed to be Right Certificates) and not by
separate Right Certificates, and (y) the right to receive Right Certificates
will be transferable only in connection with the transfer of Common Shares. 
As soon as practicable after the Distribution Date, the Company will send or
cause the Rights Agent to send by first-class, insured, postage prepaid mail
to each record holder of Common Shares as of the Close of Business on the
Distribution Date at the address of such holder shown on the records of the
Company a Right Certificate executed by the Company and countersigned by the
Rights Agent evidencing one Right for each Common Share so held, subject to
adjustments as provided herein.  As of the Distribution Date, the Rights will
be evidenced solely by such Right Certificates. 

          (b)  As soon as practicable after the Record Date, the Company will
send a copy of a Summary of Rights, in substantially the form attached hereto
as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail
to each record holder of Common Shares of the Company as of the Close of
Business on the Record Date, at the address of such holder shown on the
records of the Company.  With respect to certificates for Common Shares of
the Company outstanding as of the Record Date, until the Distribution Date
(or the earlier of the Redemption Date or the Final Expiration Date), the
Rights will be evidenced by such certificates registered in the names of the
holders thereof together with a copy of the Summary of Rights attached
thereto.  Until the Distribution Date (or the earlier of the Redemption Date
or the Final Expiration Date), the surrender for transfer of any certificate
for Common Shares outstanding on the Record Date, with or without a copy of
the Summary of Rights attached thereto, shall also constitute the transfer of
the Rights associated with the Common Shares represented thereby. 

          (c)  Rights shall be issued with respect to all Common Shares
issued by the Company after the Record Date and prior to the earliest of the
Distribution Date, the Redemption Date or the Final Expiration Date. 
Certificates for Common Shares issued after the Record Date, but prior to the
earliest of the Distribution Date, the Redemption Date or the Final
Expiration Date shall have impressed on, printed on, written on or otherwise
affixed to them the following legend: 

          This certificate also evidences and entitles the holder
          hereof to certain Rights as set forth in a Rights
          Agreement between Pier 1 Imports, Inc. and First
          Interstate Bank of Texas, N.A., dated as of December 9,
          1994 (the "Rights Agreement"), the terms of which are
          hereby incorporated herein by reference and a copy of
          which is on file at the principal executive offices of
          Pier 1 Imports, 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.  Pier 1 Imports, Inc. will
          mail to the holder of this certificate a copy of the
          Rights Agreement without charge after receipt of a
          written request therefor.  Under certain circumstances,
          Rights beneficially owned by an Acquiring Person (as
          defined in the Rights Agreement) and any subsequent
          holder of such Rights shall become null and void. 

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

     Section 4.     Form of Right Certificates.  The Right Certificates (and
the forms of election to purchase Common Shares and of assignment to be
printed on the reverse thereof) shall 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 other provisions of this Agreement, the
Right Certificates shall entitle the holders thereof to purchase such number
of Common Shares as shall be set forth therein at the Purchase Price, but the
number of Common Shares and the Purchase Price shall be subject to adjustment
as provided herein. 

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

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

     Section 6.     Transfer, Split Up, Combination and Exchange of Right
Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. 
Subject to the provisions of Section 14 hereof, at any time after the Close
of Business on the Distribution Date, and at or prior to the Close of
Business on the earliest of the Redemption Date, the Exchange Date or the
Final Expiration Date, any Right Certificate or Right Certificates (other
than Right Certificates representing Rights that have become void pursuant to
Section 7(e) hereof) may be transferred, split up, combined or exchanged for
another Right Certificate or Right Certificates, entitling the registered
holder to purchase a like number of Common Shares as the Right Certificate or
Right Certificates surrendered then entitled such holder to purchase.  Any
registered holder desiring to transfer, split up, combine or exchange any
Right Certificate or Right Certificates shall make such request in writing
delivered to the Rights Agent, and shall surrender the Right Certificate or
Right Certificates to be transferred, split up, combined or exchanged at the
office of the Rights Agent.  Neither the Rights Agent nor the Company shall
be obligated to take any action whatsoever with respect to the transfer of
any such surrendered Right Certificate until the certificate contained in the
form of assignment on the reverse side of such Right Certificate shall have
been completed and signed and the Company shall have been provided such
additional evidence of the identity of the Beneficial Owner, or his
Affiliates or Associates, of such Right as the Company shall reasonably
request.  Thereupon the Rights Agent shall countersign and deliver to the
person entitled thereto a Right Certificate or Right Certificates, as the
case may be, as so requested.  The Company may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer, split up, combination or exchange of Right
Certificates. 

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

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

          (a)  The registered holder of any Right Certificate (other than a
holder whose Rights have become void pursuant to Section 7(e) hereof) may
exercise the Rights evidenced thereby, except as otherwise provided herein,
in whole or in part at any time after the Distribution Date upon surrender of
the Right Certificate, with the form of election to purchase and
certification on the reverse side thereof duly executed, to the Rights Agent
at its office, together with payment of the Purchase Price for each Common
Share as to which the Rights are exercised, at or prior to the earliest of
the Redemption Date, the Exchange Date or the Close of Business on the Final
Expiration Date.

          (b)  The Purchase Price for each Common Share pursuant to the
exercise of a Right shall initially be $35.00, shall be subject to adjustment
from time to time as provided in Sections 11 and 13 hereof and shall be
payable in lawful money of the United States of America in accordance with
paragraph (c) below.

          (c)  Upon receipt of a Right Certificate representing exercisable
Rights, with the form of election to purchase duly executed, accompanied by
payment of the Purchase Price for each of the shares to be purchased and an
amount equal to any applicable transfer tax required to be paid by the holder
of such Right Certificate in accordance with Section 9 hereof by cash,
certified check, cashier's check or money order payable to the order of the
Company, the Rights Agent shall thereupon promptly (i) requisition from any
transfer agent of the Common Shares, or make available if the Rights Agent is
the transfer agent for such shares, certificates for the number of Common
Shares to be purchased, and the Company hereby irrevocably authorizes its
transfer agent to comply with all such requests, (ii) when appropriate,
requisition from the Company the amount of cash to be paid in lieu of
issuance of fractional Common Shares in accordance with Section 14 hereof,
(iii) after receipt of such certificates, cause the same to be delivered to
or upon the order of the registered holder of such Right Certificate,
registered in such name or names as may be designated by such holder and (iv)
when appropriate, after receipt, deliver such cash to or upon the order of
the registered holder of such Right Certificate. 

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

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

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

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

     Section 9.     Reservation and Availability of Common Shares; Regulatory
Approvals.

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

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

          (c)  The Company shall use every reasonable effort to obtain, as
soon as practicable following the occurrence of an event described in Section
11(a)(ii) hereof or as soon as is required by law following the Distribution
Date, as the case may be, such regulatory approvals and take such other
action as may be necessary for it to issue and/or sell securities issuable
upon the exercise of the Rights.

          (d)  Notwithstanding any provision herein to the contrary, the
Rights shall not be exercisable pursuant to Section 7 hereof or pursuant to
the provisions contemplated by Section 11(a)(ii) hereof (1) unless and until
any regulatory approvals required for the issuance and/or sale of securities
upon such exercise have been obtained, (2) in any jurisdiction if the
requisite qualification in such jurisdiction shall not have been obtained, or
(3) if the exercise thereof, or the issuance and/or sale of the securities
issuable upon such exercise, shall not be permitted under any applicable law
or administrative or judicial regulation or order.

          (e)  The Company covenants and agrees that it will take all such
action as may be necessary to ensure that all Common Shares (and, following
the occurrence of an event described in Section 11(a)(ii) hereof, any other
securities) delivered upon exercise of Rights shall, at the time of delivery
of the certificates for such shares or other securities, subject to payment
of the Purchase Price, be duly and validly authorized and issued and fully
paid and nonassessable shares.

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

     Section 10.     Common Shares Record Date.  Each person in whose name
any certificate for Common Shares is issued upon the exercise of Rights shall
for all purposes be deemed to have become the holder of record of the Common
Shares represented thereby on, and such certificate shall be dated, the date
upon which the Right Certificate evidencing such Rights was duly surrendered
and payment of the Purchase Price (and any applicable transfer taxes) was
made.  Prior to the exercise of the Rights evidenced thereby, the holder of a
Right Certificate shall not be entitled to any rights of a holder of Common
Shares for which the Rights shall be exercisable, including, without
limitation, the right to vote, to receive dividends or other distributions or
to exercise any preemptive rights, and shall not be entitled to receive any
notice of any proceedings of the Company, except as provided herein. 

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

          (a)  (i)  In the event the Company shall at any time after the date
of this Agreement (A) declare a dividend on the Common Shares payable in
Common Shares, (B) subdivide the outstanding Common Shares, (C) combine the
outstanding Common Shares into a smaller number of Common Shares or (D) issue
any shares of its capital stock in a reclassification of the Common Shares
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing or surviving corporation),
except as otherwise provided in this Section 11(a), the Purchase Price in
effect at the time of the record date for such dividend or of the effective
date of such subdivision, combination or reclassification, and the number and
kind of shares of capital stock issuable on such date upon exercise of each
Right, shall be proportionately adjusted so that the holder of any Right
exercised after such time shall be entitled to receive the aggregate number
and kind of shares of capital stock which, if such Right had been exercised
immediately prior to such date, he would have owned upon such exercise and
been entitled to receive by virtue of such dividend, subdivision, combination
or reclassification; provided, however, that in no event shall the
consideration to be paid upon the exercise of one Right be less than the
aggregate par value of the shares of capital stock of the Company issuable
upon exercise of one Right.  If an event occurs which would require an
adjustment under both Section 11(a)(i) and Section 11(a)(ii), the adjustment
provided for in this Section 11(a)(i) shall be in addition to, and shall be
made prior to, any adjustment required pursuant to Section 11(a)(ii).

               (ii) Subject to Sections 7(e) and 24 hereof, in the event and
at such time as any Person shall become an Acquiring Person, each holder of a
Right shall thereafter have a right to receive, upon exercise thereof at a
price equal to the then current Purchase Price multiplied by the number of
Common Shares for which a Right is then exercisable, in accordance with the
terms of this Agreement, such number of Common Shares of the Company as shall
equal the result obtained by (x) multiplying the then current Purchase Price
by the number of Common Shares for which a Right is then exercisable and
dividing that product by (y) 50% of the current per share market price of the
Company's Common Shares (determined pursuant to Section 11(d) hereof) on the
date such Person became an Acquiring Person.  In the event that any Person
shall become an Acquiring Person and the Rights shall then be outstanding,
the Company shall not take any action that would eliminate or diminish the
benefits intended to be afforded by the Rights.

               (iii)     In the event that the number of Common Shares which
are authorized by the Company's Certificate of Incorporation and not
outstanding or subscribed for or reserved or otherwise committed for issuance
for purposes other than upon exercise of the Rights are not sufficient to
permit the holder of each Right to purchase the number of Common Shares of
the Company to which he would be entitled upon the exercise in full of the
Rights in accordance with the foregoing Section 11(a)(ii), or should the
Board of Directors so elect, then, to the extent permitted by applicable law
and any material agreements then in effect to which the Company is a party,
the Company shall, with respect to each Right, make adequate provision to
substitute for any or all of such Common Shares, upon payment of the
applicable Purchase Price, any one or more of the following which, together
with the value of Common shares actually issued upon exercise of such Right,
have an aggregate value determined by the Board of Directors to be equal to
the value of all Common Shares issuable upon the exercise of a Right
immediately after the adjustments provided for in Section 11(a)(ii) (the
"Current Value"):  (1) cash, (2) other equity securities of the Company
(including, without limitation, shares, or units of shares, of preferred
stock that the Board of Directors of the Company has determined to have
substantially the same value as the Common Shares), (3) debt securities of
the Company, or (4) other assets; provided, however, that if the Company
shall not have made adequate provision for such substitution within 30 days
following the date any Person becomes an Acquiring Person, then the Company
shall be obligated to deliver, upon the surrender for exercise of a Right and
without requiring payment of the Purchase Price, Common Shares (to the extent
available) and then, if necessary, cash, which shares and cash shall have an
aggregate value equal to the excess of the Current Value over the Purchase
Price.  If the Board of Directors of the Company shall determine in good
faith that it is likely that sufficient additional Common Shares could be
authorized for issuance upon exercise in full of the Rights, the 30-day
period set forth above may be extended to the extent necessary, but not more
than an additional 60 days, in order that the Company may seek stockholder
approval for the authorization of such additional shares.  The Company may
suspend the exercisability of the Rights until the expiration of such 30-day
period (as it may be extended) in order to seek any authorization of
additional shares and/or to decide the appropriate form of distribution and
to determine the value thereof.  In the event of any such suspension, the
Company shall make a public announcement, and shall deliver to the Rights
Agent a statement, stating that the exercisability of the Rights has been
temporarily suspended.  At such subsequent time as the suspension shall no
longer be in effect, the Company shall make another public announcement, and
deliver to the Rights Agent a statement, so stating.  To the extent that the
Company determines that some action be taken pursuant to this Section
11(a)(iii), the Company shall provide, subject to Section 7(e) hereof, that
such action shall apply uniformly to all outstanding Rights.  For purposes of
this Section 11(a)(iii), the value of the Common Shares shall be the current
per share market price (as determined pursuant to Section 11(d) hereof) of
the Common Shares on the date any Person becomes an Acquiring Person.

          (b)  In the event that the Company shall fix a record date for the
issuance of rights, options or warrants to all holders of Common Shares
entitling them (for a period expiring within 45 calendar days after such
record date) to subscribe for or purchase Common Shares (or shares having
substantially the same rights, privileges and preferences as the Common
Shares ("equivalent common shares")) or securities convertible into Common
Shares or equivalent common shares at a price per Common Share or equivalent
common share (or having a conversion price per share, if a security
convertible into Common Shares or equivalent common shares) less than the
current per share market price of the Common Shares (as determined pursuant
to Section 11(d) hereof) on such record date, the Purchase Price to be in
effect after such record date shall be adjusted 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 Common Shares outstanding on such
record date plus the number of Common Shares which the aggregate offering
price of the total number of Common Shares and/or equivalent common shares so
to be offered (and/or the aggregate initial conversion price of the
convertible securities so to be offered) would purchase at such current
market price, and the denominator of which shall be the number of Common
Shares outstanding on such record date plus the number of additional Common
Shares and/or equivalent common shares to be offered for subscription or
purchase (or into which the convertible securities so to be offered are
initially convertible); provided, however, that in no event shall the
consideration to be paid upon the exercise of one Right be less than the
aggregate par value of the shares of capital stock issuable upon exercise of
one Right.  In case such subscription price may be paid in a consideration
part or all of which shall be in a form other than cash, the value of such
consideration shall be as determined in good faith by the Board of Directors
of the Company, whose determination shall be described in a statement filed
with the Rights Agent. Common Shares owned by or held for the account of the
Company shall not be deemed outstanding for the purpose of any such
computation.  Such adjustment shall be made successively whenever such a
record date is fixed; and in the event that such rights or warrants are not
so issued, the Purchase Price shall be adjusted to be the Purchase Price
which would then be in effect if such record date had not been fixed.

          (c)  In the event that the Company shall fix a record date for the
making of a distribution to all holders of the Common Shares (including any
such distribution made in connection with a consolidation or merger in which
the Company is the continuing or surviving corporation) of evidences of
indebtedness or assets (other than a regular quarterly cash dividend out of
earnings or retained earnings of the Company or a dividend payable in Common
Shares) or subscription rights or warrants (excluding those referred to in
the foregoing Section 11(b)), the Purchase Price to be in effect after such
record date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the current per share market price of the Common Shares on such
record date, less the fair market value (as determined in good faith by the
Board of Directors of the Company, whose determination shall be described in
a statement filed with the Rights Agent) of the portion of the assets or
evidences of indebtedness so to be distributed or of such convertible
securities, subscription rights or warrants applicable to one Common Share,
and the denominator of which shall be such current per share market price of
the Common Shares; provided, however, that in no event shall the
consideration to be paid upon the exercise of one Right be less than the
aggregate par value of the shares of capital stock issuable upon exercise of
one Right. Such adjustments shall be made successively whenever such a record
date is fixed; and in the event that such distribution is not so made, the
Purchase Price shall again be adjusted to be the Purchase Price which would
then be in effect if such record date had not been fixed. 

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

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

          (f)  If as a result of an adjustment made pursuant to Section
11(a), the holder of any Right thereafter exercised shall become entitled to
receive any shares of capital stock of the Company other than Common Shares,
the number of such other shares so receivable upon exercise of any Right
shall thereafter 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 Common Shares contained in Section 11, and the provisions of Sections
7, 9, 10, 13 and 14 with respect to the Common Shares shall apply on like
terms to any such other shares. 

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

          (h)  Unless the Company shall have exercised its election as
provided in Section 11(i), upon each adjustment of the Purchase Price as a
result of the calculations made in 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  Common Shares (calculated to the nearest ten-thousandth)
obtained by (i) multiplying (x) the number of shares covered by a Right
immediately prior to this adjustment by (y) the Purchase Price in effect
immediately prior to such adjustment of the Purchase Price and (ii) dividing
the product so obtained by the Purchase Price in effect immediately after
such adjustment of the Purchase Price. 

          (i)  The Company may elect, on or after the date of any adjustment
of the Purchase Price, to adjust the number of Rights in substitution for any
adjustment in the number of Common Shares purchasable upon the exercise of a
Right.  Each of the Rights outstanding after such adjustment of the number of
Rights shall be exercisable for the number of Common Shares 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 ten-thousandth) obtained by
dividing the Purchase Price in effect immediately prior to adjustment of the
Purchase Price by the Purchase Price in effect immediately after adjustment
of the Purchase Price. The Company shall make a public announcement of its
election to adjust the number of Rights, indicating the record date for the
adjustment, and, if known at the time, the amount of the adjustment to be
made.  This record date may be the date on which the Purchase Price is
adjusted or any day thereafter, but, if the Right Certificates have been
issued, shall be at least 10 days later than the date of the public
announcement.  If Right Certificates have been issued, upon each adjustment
of the number of Rights pursuant to this Section 11(i), the Company shall, as
promptly as practicable, cause to be distributed to holders of record of
Right Certificates on such record date Right Certificates evidencing, subject
to Section 14 hereof, the additional Rights to which such holders shall be
entitled as a result of such adjustment, or, at the option of the Company,
shall cause to be distributed to such holders of record in substitution and
replacement for the Right Certificates held by such holders prior to the date
of adjustment, and upon surrender thereof, if required by the Company, new
Right Certificates evidencing all the Rights to which such holders shall be
entitled after such adjustment.  Right Certificates so to be distributed
shall be issued, executed and countersigned in the manner provided for herein
and shall be registered in the names of the holders of record of Right
Certificates on the record date specified in the public announcement.

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

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

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

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

          (n)  The Company covenants and agrees that after the Distribution
Date it will not 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
substantially diminish or otherwise eliminate the benefits intended to be
afforded by the Rights.

     Section 12.    Certificate of Adjusted Purchase Price or Number of
Shares.  Whenever an adjustment is made as provided in Sections 11 and 13
hereof, the Company shall (i) promptly prepare a certificate setting forth
such adjustment, and a brief statement of the facts accounting for such
adjustment, (ii) file with the Rights Agent and with each transfer agent for
the Common Shares a copy of such certificate and (iii) mail a brief summary
thereof to each holder of a Right Certificate in accordance with Section 26
hereof.  The Rights Agent shall be fully protected in relying on any such
certificates and on any adjustment therein contained.

     Section 13.    Consolidation, Merger or Sale or Transfer of Assets or
Earning Power.  In the event, directly or indirectly, (a) the Company shall
consolidate with, or merge with and into, any other Person, (b) any Person
shall consolidate with the Company, or merge with and into the Company and
the Company shall be the continuing or surviving corporation of such merger
and, in connection with such merger, all or part of the Common Shares shall
be changed into or exchanged for stock or other securities of any other
Person or cash or any other property, or (c) the Company shall sell or
otherwise transfer (or one or more of its Subsidiaries shall sell or
otherwise transfer), in one or more transactions, assets or earning power
aggregating 50% or more of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to any other Person or Persons other than the
Company or one or more of its wholly owned Subsidiaries, then, and in each
such case, proper provision shall be made so that (i) each holder of a Right
(except as otherwise provided herein) shall thereafter have the right to
receive, upon the exercise thereof at a price equal to the then current
Purchase Price multiplied by the number of Common Shares for which a Right is
then exercisable, in accordance with the terms of this Agreement, such number
of Common Shares (not subject to any rights of call or first refusal, liens,
encumbrances or other claims) of such other Person (including the Company as
successor thereto or as the surviving corporation, or in the case of a
transaction described in clause (c) above involving more than one Person,
meaning the Person receiving the greatest portion of the assets or earning
power) as shall equal the result obtained by (A) multiplying the then current
Purchase Price by the number of Common Shares for which a Right is then
exercisable and dividing that product by (B) 50% of the current per share
market price of the Common Shares of such other Person (determined pursuant
to Section 11(d) hereof) on the date of consummation of such consolidation,
merger, sale or transfer; (ii) the issuer of such Common Shares shall
thereafter be liable for, and shall assume, by virtue of such consolidation,
merger, sale or transfer, all the obligations and duties of the Company
pursuant to this Agreement; (iii) the term "Company" shall thereafter be
deemed to refer to such issuer; and (iv) such issuer shall take such steps
(including, but not limited to, the reservation of a sufficient number of its
Common Shares in accordance with Section 9 hereof) in connection with such
consummation as may be necessary to assure that the provisions hereof shall
thereafter be applicable, as nearly as reasonably may be, in relation to the
Common Shares thereafter deliverable upon the exercise of the Rights.  The
Company covenants and agrees not to  consummate any such consolidation,
merger, sale or transfer unless prior thereto the Company and such issuer
shall have executed and delivered to the Rights Agent a supplemental
agreement so providing.  The Company shall not enter into any transaction of
the kind referred to in this Section 13 if at the time of such transaction
there are any rights, warrants, instruments or securities outstanding or any
agreements or arrangements which, as a result of the consummation of such
transaction, would eliminate or substantially diminish the benefits intended
to be afforded by the Rights. The provisions of this Section 13 shall
similarly apply to successive mergers or consolidations or sales or other
transfers.

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

          (b)  The Company shall not be required to issue fractions of Common
Shares, upon exercise of the Rights or to issue certificates which evidence
fractions of Common Shares.  In lieu of fractional Common Shares, the Company
shall pay to the registered holders of Right Certificates at the time such
Rights are exercised as herein provided an amount in cash equal to the same
fraction of the current market value of one Common Share.  For purposes of
this Section 14(b), the current market value of a Common Share shall be the
closing price of a Common Share (as determined pursuant to the second
sentence of Section 11(d) hereof) for the Trading Day immediately prior to
the date of such exercise. 

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

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

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

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

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

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

     Section 17.    Right Certificate Holder Not Deemed a Stockholder.  No
holder, as such, of any Right Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the Common Shares or any
other securities of the Company which may at any time be issuable on the
exercise of the Rights represented thereby, nor shall anything contained
herein or in any Right Certificate be construed to confer upon the holder of
any Right Certificate, as such, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings or other
actions affecting stockholders (except as provided in Section 25 hereof), or
to receive dividends or subscription rights, or otherwise, until the Right or
Rights evidenced by such Right Certificate shall have been exercised in
accordance with the provisions hereof.

     Section 18.    Concerning the Rights Agent.  The Company agrees to pay
to the Rights Agent reasonable compensation for all services rendered by it
hereunder and its reasonable expenses 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 (including the
reasonable costs of defense) 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.

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

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

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

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

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

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

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

          (d)  The Rights Agent shall not be liable for or by reason of any
of the statements of fact or recitals contained in this Agreement or in the
Right Certificates (except its countersignature thereof) or be required to
verify the same, but all such statements and recitals are and shall be deemed
to have been made by the Company only.

          (e)  The Rights Agent shall not be under any responsibility with
respect to the validity of this Agreement or the execution and delivery
hereof (except the due execution hereof by the Rights Agent) or with respect
to the validity or execution of any Right Certificate (except its
countersignature thereof); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any
Right Certificate; nor shall it be responsible for any change in the
exercisability of the Rights (including the Rights becoming void pursuant to
Section 7(e) hereof) or any adjustment in the terms of the Rights (including
the manner, method or amount thereof) or the ascertaining of the existence of
facts that would require any such change or adjustment (except with respect
to the exercise of Rights evidenced by Right Certificates after actual notice
that such change or adjustment is required); nor shall it by any act
hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any Common Shares to be issued pursuant to
this Agreement or any Right Certificate or as to whether any Common Shares
will, when issued, be validly authorized and issued, fully paid and
nonassessable.

          (f)  The Company agrees that it will inform the Rights Agent
promptly upon its determination that a Person has become an Acquiring Person,
and the Rights Agent will not be responsible for determining the status of a
Person as an Acquiring Person prior to such notification, except as such
status may be indicated in the Assignment or Election to Purchase of a Right
Certificate.

          (g)  The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from any
one of the Chairman of the Board, the President, any Vice President, the
Secretary or the Treasurer of the Company, and to apply to such officers for
advice or instructions in connection with its duties, and it shall not be
liable for any action taken or suffered to be taken by it in good faith in
accordance with instructions of any such officer or for any delay in acting
while waiting for those instructions.  Any application by the Rights Agent
for written instructions from the Company may, at the option of the Rights
Agent, set forth in writing any action proposed to be taken or omitted by the
Rights Agent with respect to its duties or obligations under this Agreement
and the date on and/or after which such action shall be taken or omitted, and
the Rights Agent shall not be liable for any action taken or omitted in
accordance with a proposal included in any such application on or after the
date specified therein (which date shall not be less than three Business Days
after the date any such officer actually receives such application, unless
any such officer shall have consented in writing to an earlier date) unless,
prior to taking or omitting any such action, the Rights Agent shall have
received written instructions in response to such application specifying the
action to be taken.

          (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 the Rights Agent under this Agreement. Nothing herein shall preclude the
Rights Agent from acting in any other capacity for the Company or for any
other legal entity.

          (i)  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. 
          
     Section 21.    Change of Rights Agent.  The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under
this Agreement upon 30 days' notice in writing mailed to the Company and to
each transfer agent of the Common Shares by registered or certified mail, and
to the holders of the Right Certificates by first-class mail.  The Company
may remove the Rights Agent or any successor Rights Agent upon 30 days'
notice in writing, mailed to the Rights Agent or successor Rights Agent, as
the case may be, and to each transfer agent of the Common Shares by
registered or certified mail, and to the holders of the Right Certificates by
first-class mail.  If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a successor
to the Rights Agent.  If the Company shall fail to make such appointment
within a period of 30 days after giving notice of such removal or after it
has been notified in writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent or by the holder of a Right
Certificate (who shall, with such notice, submit his Right Certificate for
inspection by the Company), then the registered holder of any Right
Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent.  Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be a corporation, or a
subsidiary of a corporation, which is organized and doing business under the
laws of the United States or of the State of Texas (or of any other state of
the United States so long as such corporation is authorized to do business as
a banking institution in the State of Texas), in good standing, having an
office in the State of Texas, which is authorized under such laws to exercise
corporate trust or stock transfer powers and is subject to supervision or
examination by federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of at least $50
million.  After appointment, the successor Rights Agent shall be vested with
the same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver
any further assurance, conveyance, act or deed necessary for the purpose. 
Not later than the effective date of any such appointment the Company shall
file notice thereof in writing with the predecessor Rights Agent and each
transfer agent of the Common Shares, and mail a notice thereof in writing to
the registered holders of the Right Certificates. Failure to give any notice
provided for in this Section 21, however, or any defect therein, shall not
affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent,  as the case may be. 

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

     Section 23.    Redemption.  (a)  The Board of Directors of the Company
may, at its option, at any time prior to such time as any Person becomes an
Acquiring Person, redeem all but not less than all the then outstanding
Rights at a redemption price of $.01 per Right, appropriately adjusted to
reflect any stock split, stock dividend or similar transaction occurring
after the date hereof (such redemption price being hereinafter referred to as
the "Redemption Price").  The redemption of the Rights by the Board of
Directors may be made effective at such time, on such basis and subject to
such conditions as the Board of Directors in its sole discretion may
establish.

          (b)  Immediately upon the action of the Board of Directors of the
Company ordering the redemption of the Rights, and without any further action
and without any notice, the right to exercise the Rights will terminate and
the only right thereafter of the holders of Rights shall be to receive the
Redemption Price.  The Company shall promptly give public notice of any such
redemption, provided, however, that the failure to give, or any defect in,
any such notice shall not affect the validity of such redemption. Within 10
days after the action of the Board of Directors ordering the redemption of
the Rights, the Company shall mail a notice of such redemption to all the
holders of the then outstanding Rights at their last addresses as they appear
upon the registry books of the Rights Agent or, prior to the Distribution
Date, on the registry books of the transfer agent for the Common Shares.  Any
notice which is mailed in the manner herein provided shall be deemed given,
whether or not the holder receives the notice.  If payment of the Redemption
Price is not included with such notice, each such notice shall state the
method by which the payment of the Redemption Price will be made.  Neither
the Company nor any of its Affiliates or Associates may redeem, acquire or
purchase for value any Rights at any time in any manner other than that
specifically set forth in this Section 23 or in Section 24 hereof, and other
than in connection with the purchase of Common Shares prior to the
Distribution Date. 


     Section 24.    Exchange.  (a)  The Board of Directors of the Company
may, at its option, at any time after any Person becomes an Acquiring Person,
exchange all or part of the then outstanding and exercisable Rights (which
shall not include Rights that have become void pursuant to the provisions of
Section 7(e) hereof) for Common Shares of the Company at an exchange ratio of
one-half the number of Common Shares receivable upon exercise of a Right per
Right (such exchange ratio being hereinafter referred to as the "Exchange
Ratio").  Notwithstanding the foregoing, the Board of Directors shall not be
empowered to effect such exchange at any time after any Person (other than
the Company, any Subsidiary of the Company, any employee benefit plan of the
Company or of any such Subsidiary or any entity holding Common Shares for or
pursuant to the terms of any such plan), together with all Affiliates and
Associates of such Person, becomes the Beneficial Owner of more than 50% of
the Common Shares then outstanding.

          (b)   Immediately upon the action of the Board of Directors of the
Company ordering the exchange of any Rights pursuant to the foregoing Section
24(a) and without any further action and without any notice, the right to
exercise such Rights shall terminate and the only right thereafter of a
holder of such Rights shall be to receive that number of Common Shares equal
to the number of such Rights held by such holder multiplied by the Exchange
Ratio.  The Company shall promptly give public notice of any such exchange;
provided, however, that the failure to give, or any defect in, such notice
shall not affect the validity of such exchange.  The Company promptly shall
mail a notice of any such exchange to all 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 holders receive the notice.  Each such notice of
exchange will state the method by which the exchange of the Common Shares for
Rights will be effected and, in the event of any partial exchange, the number
of Rights which will be exchanged.  Any partial exchange shall be effected
pro rata based on the number of Rights (other than Rights which have become
void pursuant to the provisions of Section 7(e) hereof) held by each holder
of Rights.

          (c)  In the event that there shall not be sufficient Common Shares
that are authorized by the Company's Certificate of Incorporation and not
outstanding or subscribed for or reserved or otherwise committed for issuance
for purposes other than upon exercise of Rights in order to permit any
exchange of Rights as contemplated in accordance with this Section 24, the
Company shall take all such action as may be necessary to authorize
additional Common Shares for issuance upon exchange of the Rights.

          (d)  The Company shall not be required to issue fractions of Common
Shares or to distribute certificates which evidence fractional Common Shares. 
In lieu of such fractional Common Shares, the Company shall pay to the
registered holders of the Right Certificates with regard to which such
fractional Common Shares would otherwise be issuable an amount in cash equal
to the same fraction of the current market value of a whole Common Share. 
For the purposes of this subsection (e), the current market value of a whole
Common Share shall be the closing price of a Common Share (as determined
pursuant to the second sentence of Section 11(d) hereof) for the Trading Day
immediately prior to the Exchange Date.

     Section 25.    Notice of Certain Events.  (a)  In case the Company shall
propose (i) to pay any dividend payable in stock of any class to the holders
of its Common Shares or to make any other distribution to the holders of its
Common Shares (other than a regular quarterly cash dividend), (ii) to offer
to the holders of its Common Shares rights or warrants to subscribe for or to
purchase any additional Common Shares or shares of stock of any class or any
other securities, rights or options, (iii) to effect any reclassification of
its Common Shares (other than a reclassification involving only the
subdivision of outstanding Common Shares), (iv) to effect any consolidation
or merger into or with, or to effect any sale or other transfer (or to permit
one or more of its Subsidiaries to effect any sale or other transfer), in one
or more transactions, of 50% or more of the assets or earning power of the
Company and its Subsidiaries (taken as a whole) to any other Person or
Persons 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
Right Certificate, in accordance with Section 26 hereof, a notice of such
proposed action, which shall specify the record date for the purposes of such
stock dividend or distribution of rights or warrants, or the date on which
such reclassification, consolidation, merger, sale, transfer, liquidation,
dissolution, or winding up is to take place and the date of participation
therein by the holders of the Common Shares, if any such date is to be fixed,
and such notice shall be so given in the case of any action covered by clause
(i) or (ii) above at least 10 days prior to the record date for determining
holders of the Common Shares for purposes of such action, and in the case of
any such other action, at least 10 days prior to the date of the taking of
such proposed action or the date of participation therein by the holders of
the Common Shares, whichever shall be the earlier. 

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

     Section 26.    Notices.  Notices or demands authorized by this Agreement
to be given or made by the Rights Agent or by the holder of any Right
Certificate to or on the Company shall be sufficiently given or made if sent
by first-class mail, postage prepaid, addressed (until another address is
filed in writing with the Rights Agent) as follows: 

                    Pier 1 Imports, Inc.
                    301 Commerce Street, Suite 600
                    Fort Worth, Texas  76102

                    Attention:  Corporate Secretary 

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

                    First Interstate Bank of Texas, N. A.
                    1445 Ross Avenue, Mail Stop 040
                    Dallas, Texas  75202

                    Attention: Corporate Trust Department 

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

     Section 27.    Supplements and Amendments.  The Company may from time to
time, and the Rights Agents shall, if the Company directs, supplement or
amend this Agreement without the approval of any holders of Right
Certificates in order to cure any ambiguity, to correct or supplement any
provision contained herein which may be defective or inconsistent with any
other provisions herein, or to make any other provisions with respect to the
Rights which the Company may deem necessary or desirable; provided, however,
that from and after such time as any Person becomes an Acquiring Person, this
Agreement shall not be amended in any manner which would adversely affect the
interests of the holders of Rights (other than an Acquiring Person and its
Affiliates and Associates).  Notwithstanding anything contained in this
Agreement to the contrary, no supplement or amendment to this Agreement shall
be made which reduces the Redemption Price, provides for an earlier
Expiration Date, alters the procedure required by Section 23(a) to redeem the
Rights or which extends the time during which the Rights may be redeemed if
at the time of such supplement or amendment the Rights are not redeemable. 
Any such supplement or amendment will be evidenced by a writing signed by the
Company and the Rights Agent.

     Section 28.    Determinations and Actions by the Board of Directors. 
For all purposes of this Agreement, any calculation of the number of Common
Shares outstanding at any particular time, including for purposes of
determining the particular percentage of outstanding Common Shares of which
any person is the Beneficial Owner, shall be made in accordance with the last
sentence of Rule 13d-3(d)(1)(i) under the Exchange Act.  The Board of
Directors of the Company shall have the exclusive power and authority to
administer and interpret the provisions of this Agreement and to exercise all
rights and powers specifically granted to the Board of Directors or the
Company or as may be necessary or advisable in the administration of this
Agreement.  All such actions, calculations, determinations and
interpretations which are done or made by the Board of Directors in good
faith shall be final, conclusive and binding on the Company, the Rights
Agent, the holders of the Rights and all other parties and shall not subject
the Board of Directors to any liability to the holders of the Rights.

     Section 29.    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 30.    Benefits of this Agreement.  Nothing in this Agreement
shall be construed to give to any person or corporation other than the
Company, the Rights Agent and the registered holders of the Right
Certificates (and, prior to the Distribution Date, the Common Shares) any
legal or equitable right, remedy or claim under this Agreement; but this
Agreement shall be for the sole and exclusive benefit of the Company, the
Rights Agent and the registered holders of the Right Certificates (and, prior
to the Distribution Date, the Common Shares).

     Section 31.    Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated.

     Section 32.    Governing Law.  This Agreement and each Right Certificate
issued hereunder shall be deemed to be a contract made under the laws of the
State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such state applicable to contracts to be made and
performed entirely within such state.

     Section 33.    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 34.    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, all as of the day and year first above written. 

                              PIER 1 IMPORTS, INC.


                              By: _________________________________
                                  J. Rodney Lawrence
                                  Senior Vice President


                              FIRST INTERSTATE BANK OF TEXAS, N.A.


                              By: _________________________________
                                  Elizabeth J. Elgie
                                  Vice President

                                                                    Exhibit A

                        [Form of Right Certificate] 


Certificate No. R-                                              ______ Rights


          NOT EXERCISABLE AFTER December 21, 2004, OR EARLIER IF
          REDEMPTION OR EXCHANGE OCCURS.  THE RIGHTS ARE SUBJECT TO
          REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE ON THE TERMS
          SET FORTH IN THE RIGHTS AGREEMENT.


                             Right Certificate 

                            PIER 1 IMPORTS, 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 December 9,
1994 (the "Rights Agreement") between Pier 1 Imports, Inc., a Delaware
corporation (the "Company"), and First Interstate Bank of Texas, N.A., a
national banking associaiton (the "Rights Agent"), to purchase from the
Company at any time after the Distribution Date (as such term is defined in
the Rights Agreement) and prior to 5:00 P.M., Fort Worth, Texas time, on
December 21, 2004, at the office of the Rights Agent, or at the office of its
successor as Rights Agent, one fully paid non-assessable share of Common
Stock, par value $1.00 per share (the "Common Shares"), of the Company, at a
purchase price of $35.00 per Common Share (the "Purchase Price"), upon
presentation and surrender of this Right Certificate with the certification
and the Form of Election to Purchase duly executed.  The number of Rights
evidenced by this Right Certificate (and the number of Common Shares which
may be purchased upon exercise thereof) set forth above, and the Purchase
Price set forth above, are the number and Purchase Price as of December 21,
1994, based on the Common Shares as constituted at such date.  As provided in
the Rights Agreement, the Purchase Price and the number of Common Shares
which may be purchased upon the exercise of the Rights evidenced by this
Right Certificate are subject to modification and adjustment upon the
happening of certain events. 

     If the Rights evidenced by this Right Certificate are or were at any
time beneficially owned by an Acquiring Person or any Affiliate or Associate
of an Acquiring Person (as such terms are defined in the Rights Agreement),
such Rights shall become null and void and nontransferable, and the holder of
any such Right (including any purported transferee or subsequent holder)
shall not have any right to exercise or transfer any such Right.
     This Right Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions
are hereby incorporated herein by reference and made a part hereof and to
which Rights Agreement reference is hereby made for a full description of the
rights, limitations of rights, obligations, duties and immunities hereunder
of the Rights Agent, the Company and the holders of the Right Certificates. 
Copies of the Rights Agreement are on file at the principal executive offices
of the Company and the offices of the Rights Agent. 

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

     Subject to the provisions of the Rights Agreement, the Rights evidenced
by this Certificate may be redeemed by the Company at a redemption price of
$.01 per Right or may be exchanged in whole or in part for Common Shares.

     No fractional Common Shares will be issued upon the exercise of any
Right or Rights evidenced hereby, but in lieu thereof a cash payment will be
made, as provided in the Rights Agreement. 

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

          This Right Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent. 
          WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal.

Dated as of _________________.

ATTEST:                                 PIER 1 IMPORTS, INC.


_________________                            By: _________________________
Secretary                                    

Countersigned: 

FIRST INTERSTATE BANK OF TEXAS, N.A.
as Rights Agent

By: ________________________________
     Authorized Signature 

                [Form of Reverse Side of Right Certificate] 

                             FORM OF ASSIGNMENT 

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


FOR VALUE RECEIVED, ____________________________________________ hereby sells,
assigns and transfers unto____________________________________________________
______________________________________________________________________________
                (Please print name and address of transferee)

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

Dated: ____________________



                                             __________________________
                                                      Signature


Signature Guaranteed: 




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

                                 CERTIFICATE


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


Dated:  _________________________            __________________________
                                                       Signature


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


          [Form of Reverse Side of Right Certificate -- continued] 


                        FORM OF ELECTION TO PURCHASE 

                    (To be executed if holder desires to
                      exercise the Right Certificate.)


To:  PIER 1 IMPORTS, INC.

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

_______________________________________________________________________________
                       (Please Print Name and Address)

_______________________________________________________________________________

Please insert social security or other identifying number:  ___________________


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

_______________________________________________________________________________
                       (Please Print Name and Address)

_______________________________________________________________________________

Please insert social security or other identifying number: ____________________ 


Dated: _____________________                 _______________________________
                                                        Signature

Signature Guaranteed: 





          [Form of Reverse Side of Right Certificate -- continued] 


                                 CERTIFICATE


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


Dated: _____________________                 ___________________________
                                                       Signature



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



                                   NOTICE


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

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

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

                                                                    Exhibit B

                        SUMMARY OF RIGHTS TO PURCHASE
                              PREFERRED SHARES


     On December 9, 1994, the Board of Directors of Pier 1 Imports, Inc. (the
"Company")  announced the declaration of a dividend of one share purchase right
(a "Right") for each outstanding share of common stock, par value $1.00 per
share (the "Common Shares" ), of the Company.  The dividend is payable on
December 21, 1994 (the "Record Date") to shareholders of record on that date. 
Each Right entitles the registered holder to purchase from the Company one
Common Share at a price of $35.00 per Common Share (the "Purchase Price" ),
subject to adjustment.  The description and terms of the Rights are set forth
in a Rights Agreement (the "Rights Agreement") between the Company and First
Interstate Bank of Texas, N.A., as Rights Agent.

     Initially the Rights are not exercisable.  They will trade with, and cannot
be separated from, the outstanding Common Shares.  The Rights will be evidenced
by certificates for such Common Shares together with this Summary of Rights
attached for shares outstanding on the Record Date.  New certificates for Common
Shares issued after the Record Date upon transfer of then outstanding shares or
new issuance of Common Shares will contain a notation incorporating the Rights
Agreement by reference.  Until the Rights become exercisable (or are redeemed
or expire at an earlier time) the transfer of any Common Share certificates,
with or without this Summary of Rights attached for shares outstanding on the
Record Date, will also constitute the transfer of Rights associated with such
Common Shares.

     The Rights become exercisable at the earlier to occur of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons have acquired beneficial ownership of 15% or more of the
outstanding Common Shares (such person or group being referred to as an
"Acquiring Person"), or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any Person
becomes an Acquiring Person) following the commencement of, or announcement of
an intention to make, a tender offer or exchange offer the consummation of which
would result in beneficial ownership by a person or group of 15% or more of the
outstanding Common Shares (the earlier of such dates being called the
"Distribution Date").  As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights will be mailed to holders of record
of the Common Shares as of the close of business on the Distribution Date and
such separate Rights certificates alone will evidence the Rights. 

     The Rights will expire on December 21, 2004, unless such date is extended
or unless earlier redeemed or exchanged by the Company as described below.

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

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

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

     In the event that the Company were acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power were sold, proper provision will be made so that each holder of a Right
will thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction would have a market
value of two times the exercise price of the Right.

     In the event that any person becomes an Acquiring Person, proper provision
shall be made so that each holder of a Right, other than the Acquiring Person
and its Affiliates and Associates (whose Rights will thereafter be void), will
thereafter have the right to receive upon exercise at the then current exercise
price of the Right, that number of Common Shares having a market value on the
date such person became an Acquiring Person of two times the exercise price of
the Right.  If the Company does not have sufficient Common Shares to satisfy
such obligation to issue Common Shares, or if the Board of Directors so elects,
the Company shall deliver upon payment of the exercise price of a Right in
substitution for any or all Common Shares an amount of cash, securities or other
assets equivalent in value to the Common Shares otherwise issuable upon exercise
of a Right immediately after any required adjustments; provided that, if the
Company fails to meet such obligation within 30 days following the event
triggering the right to purchase Common Shares, the Company must deliver, upon
exercise of a Right but without requiring payment of the exercise price then in
effect, Common Shares (to the extent available) and cash equal in value to the
difference between the value of the Common Shares otherwise issuable upon the
exercise of a Right and the exercise price then in effect.  The Board of
Directors may extend the 30-day period described above for up to an additional
60 days to permit the taking of action that may be necessary to authorize
sufficient additional Common Shares to permit the issuance of Common Shares upon
the exercise in full of the Rights.

     The Board of Directors of the Company may at its option at any time after
any person becomes an Acquiring Person, but not after any person together with
his affiliates and associates beneficially owns more than 50% of the outstanding
Common Shares, exchange all or part of the then outstanding and exercisable
Rights (other than those held by such Acquiring Person or group which shall have
become void) for Common Shares at an exchange ratio of one-half the number of
Common Shares receivable upon exercise of a Right per Right, subject to
adjustment.

     At any time prior to the time that a person or group of affiliated or
associated persons acquires beneficial ownership of 15% or more of the
outstanding Common Shares, the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a redemption price of $.01 per Right.  The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish.  Immediately upon the action of the Board of Directors ordering
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive such redemption
price. 

     The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, except that after any
person becomes an Acquiring Person, no such amendment may adversely affect the
interests of the holders of the Rights (other than the Acquiring Person and its
affiliates and associates).

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

     A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A,
dated _________________, 1994.  A copy of the Rights Agreement is available free
of charge from the Company. This summary description of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, which is hereby incorporated herein by reference.