8-A12B/A

                   SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C.  20549

                          ____________________

                               FORM 8-A/A


                       AMENDMENT NO. 1 TO FORM 8-A
                   FOR PREFERRED SHARE PURCHASE RIGHTS


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


                          ZURN INDUSTRIES, INC.
         (Exact name of registrant as specified in its charter)


                   Pennsylvania                           25-1040754
     (State of incorporation or organization)            (IRS Employer
                                                      Identification No.)


        One Zurn Place, Erie, Pennsylvania                   16505
     (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

   Preferred Share Purchase Rights            New York Stock Exchange   
                                              Pacific Stock Exchange


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


                                  None                              
                            (Title of Class)









      The undersigned registrant hereby amends the following items of its
Registration Statement on Form 8-A, dated May 22, 1986, for its Preferred
Share Purchase Rights, as set forth hereinafter:

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

            On May 19, 1986, Zurn Industries, Inc. (the "Company")
declared a dividend of one preferred share purchase right (a "Right") for
each outstanding share of Common Stock, $.50 par value (the "Common
Shares"), of the Company, payable to shareholders of record on May 29,
1986.  Each Right has been adjusted to a one-half Right to reflect a 100%
stock dividend declared by the Board of Directors on May 20, 1987.  On
June 8, 1995, the Board of Directors amended the terms of the Rights.  As
amended, each one-half Right will entitle the holder thereof until the
earlier of May 28, 1996 or the redemption of the Rights to buy one one-
fourth of a share of Second Series Junior Participating Preferred Stock,
$1.00 par value (the "Preferred Shares"), at an exercise price of $65 per
one one-fourth of a share, subject to adjustment.  The Rights will be
represented by the certificates for Common Shares, will not be
exercisable, and will not be transferable apart from the Common Shares,
until the earlier of the tenth day after the announcement that a person
or group has acquired beneficial ownership of 15% or more of the Common
Shares or the tenth day after a person commences, or announces an
intention to commence, an offer the consummation of which would result in
a person beneficially owning 15% or more of the Common Shares (the
earlier of such dates being the "Distribution Date").  Separate
certificates for the Rights will be mailed to holders of record of the
Common Shares as of such date.  The Rights could then begin trading
separately from the Common Shares.

            In the event that the Company is acquired in a merger or
other business combination transaction, each one-half Right will entitle
its holder to purchase, at the then-current exercise price of the one-
half Right, that number of shares of common stock of the surviving
company which at the time of such transaction would have a market value
of two times the then-current exercise price of the one-half Right. 
Alternatively, if a person were to become the beneficial owner of 15% or
more of the Company's Common Stock (an "Acquiring Person"), each one-half
Right not owned by such holder would become exercisable for that number
of Common Shares which, at that time, would have a market value of two
times the then current exercise price of the one-half Right. 

            The preceding paragraph will not be applicable to a
transaction where all the outstanding shares of Common Stock are acquired
at a uniform price to be paid to all shareholders with the form of
consideration being uniform as to all shareholders.

            The Board of Directors may in its sole discretion defer the
distribution of Right Certificates and the exercisability of Rights if it
deems the interest of the Acquiring Person not to be adverse to the
Company and its shareholders.  The determination of whether an interest
is "adverse" is based on the finding that (x) the Acquiring Person is 

                                    2
involved in any court or agency proceedings such that the market for
Common Stock of the Company could be subject to false or misleading
influences, (y) the interest of the Acquiring Person is intended to cause
the Company to repurchase the Common Stock held by the Acquiring Person
or to cause pressure on the Company to enter into a transaction intended
to provide the Acquiring Person with short-term financial gain or other
advantage under circumstances in which the Board determines that the best
long-term interests of the Company and its shareholders would not be
served by such a transaction or (z) the interest of the Acquiring Person
will cause a material adverse impact (including an impairment of
relationships with customers or the Company's ability to compete) on the
business of the Company.  This discretion of the Board, however, is not
operative once an Acquiring Person holds beneficially 20% or more of the
Common Stock of the Company.

            The Rights are redeemable in whole, but not in part, at $.025
per one-half Right at any time up to ten business days after the
acquisition by a person or group of beneficial owner of 15% or more of
the Common Shares. The right to exercise the Rights terminates at the
time that the Board of Directors elects to redeem the Rights.  The
redemption may be made effective at such time, on such basis and with
such conditions as the Board may establish.  Notice of redemption shall
be given by mailing such notice to the registered holders of the Rights. 
The Rights will expire on May 28, 1996 (unless sooner redeemed).  At no
time will the Rights have any voting rights.  The Rights Agent is Society
National Bank (the "Rights Agent").

            The exercise price payable, and the number of Preferred
Shares or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution
(i) in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) as a result of the grant
to holders of the Preferred Shares of certain rights or warrants to
subscribe for or purchase Preferred Shares at a price, or securities
convertible into Preferred Shares with a conversion price, less than the
then current market price of the Preferred Shares or (iii) as a result of
the distribution to holders of the Preferred Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends paid
out of earnings or retained earnings or dividends payable in Preferred
Shares) or of subscription rights or warrants (other than those referred
to above).  The number of Rights and number of Preferred Shares issuable
upon exercise of each Right are also subject to adjustment in the event
of a stock split or stock dividend on, or combination of, the Common
Shares prior to the Distribution Date. With certain exceptions, no
adjustment in the exercise price will be required until cumulative
adjustments require an adjustment of at least 1% in such exercise price.

            Upon exercise of the Rights, no fractional Preferred Shares
will be issued (other than fractions which are integral multiples of one-
fourth of a share, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof an adjustment in
cash will be made.

                                    3
            As of June 19, 1995 there were 12,340,648 Common Shares
issued (excluding 229,687 Common Shares held in the Company's treasury). 
As of such date an additional 1,424,000 Common Shares were reserved for
issuance pursuant to the Company's stock option plans.  Giving effect to
the 1987 2-1 stock split, one one-half Right became attached to each
Common Share owned of record on May 29, 1986 and have been attached to
each Common Share issued after that date.  Until the Distribution Date,
all outstanding Common Shares  will have attached Rights.  The Company
has reserved 3,000,000 Preferred Shares for issuance upon exercise of the
Rights.

            The Rights have certain anti-takeover effects.  The Rights
may cause substantial dilution to a person or group that attempts to
acquire the Company on terms not approved by the Board of Directors of
the Company, except pursuant to an offer conditioned on a substantial
number of Rights being acquired.  The Rights should not interfere with
any merger or other business combination approved by the Board of
Directors since the Rights may be redeemed by the Company at $.025 per
one-half Right up to ten business days after the time that a person or
group has acquired beneficial ownership of 15% or more of the Common
Shares, which event may be deferred, as hereinbefore described, if the
interest of the person or group is not deemed to be adverse up to the
point where such ownership reaches a level of 20% or more.

            The Preferred Shares purchasable upon exercise of the Rights
will be junior to the Company's outstanding series of Preferred Stock and
redeemable at a price of $260 per share.  Each Preferred Share will have
a minimum preferential quarterly dividend of $.20 per share, but will be
entitled to receive, in the aggregate, a dividend of twice the dividend
declared per Common Share.  In the event of liquidation, the holders of
the Preferred Shares will be entitled to receive a minimum liquidation
payment of $2 per share, but will be entitled to receive an aggregate
liquidation payment equal to twice the payment made per Common Share. 
Each Preferred Share will have one vote, voting together with the Common
Shares.  In the event of any merger, consolidation or other transaction
in which Common Shares are exchanged, each Preferred Share will be
entitled to receive twice the amount and type of consideration received
per Common Share.  The rights of the Preferred Shares as to dividends and
liquidation, and in the event of mergers and consolidations, are
protected by customary anti-dilution provisions.  Because of the nature
of the Preferred Shares' dividend, liquidation and redemption rights, the
value of the interest in a Preferred Share purchasable upon the exercise
of each Right should approximate the value of one Common Share.

            The form of Rights Agreement, as Amended and Restated,
between the Company and the Rights Agent specifying the terms of the
Rights, which includes as Exhibit B thereto the form of Right
Certificate, is attached hereto as an exhibit and incorporated herein by
reference.  The foregoing description of the Rights is qualified by
reference to such exhibit.



                                    4
Item 2.  Exhibit.

            1.    Form of Rights Agreement dated as of May 19, 1986, as
                  Amended and Restated as of June 28, 1995, between Zurn
                  Industries, Inc. and Society National Bank, as Rights
                  Agent, which includes as Exhibit B thereto the form of
                  Right Certificate.


                                SIGNATURE


            Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1
to the Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.


                                         ZURN INDUSTRIES, INC.



Date:  June 27, 1995                     By /s/ Dennis Haines
                                            Dennis Haines
                                            General Counsel and Secretary




























                                    5

EX-1

                                   EXHIBIT 1







______________________________________________________________________________


                             ZURN INDUSTRIES, INC.

                                      and

                            SOCIETY NATIONAL BANK 
       (successor by merger to AMERITRUST COMPANY, NATIONAL ASSOCIATION)

                                 Rights Agent

                        ______________________________

                               Rights Agreement

                           Dated as of May 19, 1986

                           as Amended and Restated 

                              as of June 28, 1995

______________________________________________________________________________

                               TABLE OF CONTENTS

                                                                          Page


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

               Section 2.  Appointment of Rights Agent. . . . . . . . . . .  3

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

               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 . . . . . . . . . . . . . . . . . . . . .  9

               Section 9.  Reservation and Availability of
               Capital Stock. . . . . . . . . . . . . . . . . . . . . . . . 10

               Section 10.  Preferred Stock Record Date . . . . . . . . . . 11

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

               Section 12.  Certificate of Adjusted Purchase
               Price or Number of Shares. . . . . . . . . . . . . . . . . . 19

               Section 13.  Consolidation, Merger or Sale or
               Transfer of Assets or Earning Power. . . . . . . . . . . . . 19

               Section 14.  Fractional Rights and Fractional
               Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

               Section 15.  Rights of Action. . . . . . . . . . . . . . . . 22

               Section 16.  Agreement of Rights Holders . . . . . . . . . . 23

               Section 17.  Right Certificate Holder Not
               Deemed a Shareholder . . . . . . . . . . . . . . . . . . . . 23

               Section 18.  Concerning the Rights Agent . . . . . . . . . . 24


                                       i
                           TABLE OF CONTENTS (cont.)

               Section 19.  Merger or Consolidation or Change
               of Name of Rights Agent. . . . . . . . . . . . . . . . . . . 24

               Section 20.  Duties of Rights Agent. . . . . . . . . . . . . 25

               Section 21.  Change of Rights Agent. . . . . . . . . . . . . 27

               Section 22.  Issuance of New Right
               Certificates . . . . . . . . . . . . . . . . . . . . . . . . 27

               Section 23.  Redemption and Termination. . . . . . . . . . . 28

               Section 24.  Notice of Certain Events. . . . . . . . . . . . 28

               Section 25.  Notices . . . . . . . . . . . . . . . . . . . . 29

               Section 26.  Supplements and Amendments. . . . . . . . . . . 30

               Section 27.  Successors. . . . . . . . . . . . . . . . . . . 30

               Section 28.  Determinations and Actions by the
               Board of Directors, etc. . . . . . . . . . . . . . . . . . . 30

               Section 29.  Benefits of this Agreement. . . . . . . . . . . 31

               Section 30.  Severability. . . . . . . . . . . . . . . . . . 31

               Section 31.  Governing Law . . . . . . . . . . . . . . . . . 32

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

               Section 33.  Descriptive Headings. . . . . . . . . . . . . . 32



















                                      ii
                             AMENDED AND RESTATED
                               RIGHTS AGREEMENT

      RIGHTS AGREEMENT, dated as of May 19, 1986 (the "Agreement"), between
ZURN INDUSTRIES, INC., a Pennsylvania corporation (the "Company"), and SOCIETY
NATIONAL BANK (successor by merger to AMERITRUST COMPANY, NATIONAL
ASSOCIATION), a national banking association (the "Rights Agent"), as amended
and restated as of June 28, 1995.

                                  WITNESSETH

      WHEREAS, on May 19, 1986 (the "Rights Dividend Declaration Date"), the
Board of Directors of the Company authorized and declared a dividend
distribution of one Right (as such term is hereinafter defined) for each share
of common stock, par value $.50 per share, of the Company (the "Common Stock")
outstanding at the close of business on May 29, 1986 (the "Record Date"), and
authorized the issuance of one Right (which number was adjusted pursuant to
the provisions of Section 11(p) hereof to one-half Right for each share of
Common Stock to reflect a 100% stock dividend declared on May 20, 1987, and
which number  may hereinafter be further adjusted pursuant to the said
provisions of Section 11(p) hereof) for each share of Common Stock of the
Company issued between the Record Date (whether originally issued or delivered
from the Company's treasury) and the Distribution Date (as such term is
defined in Section 3 hereof), each Right representing the right to purchase
half shares of Second Series Junior Participating Preferred Stock of the
Company, par value $1.00 per share, having the rights, powers and preferences
set forth in the form of Statement with Respect to Second Series Junior
Participating Preferred Stock attached hereto as Exhibit A, upon the terms and
subject to the conditions hereinafter set forth (the "Rights"); and

      WHEREAS, the Board of Directors pursuant to the provisions of Section 26
hereof desires to amend this Rights Agreement in certain respects;

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


      Section 1.  Certain Definitions.  For purposes of this Agreement, the
following terms have the meanings indicated
      (a)   "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together will all Affiliates (as such term
is hereinafter defined) and Associates (as such term is hereinafter defined)
of such Person, shall be the Beneficial Owner (as such term is hereinafter
defined) of 15% or more of the shares of Common Stock then outstanding, but
shall not include (i) the Company, (ii) any Subsidiary of the Company, (iii)
any employee benefit plan of the Company or of any Subsidiary of the Company,
or (iv) any Person or entity organized, appointed or established by the
Company for or pursuant to the terms of any such plan.

      (b)   "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations



under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
as in effect on the date of this Agreement.

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

            (i)   which such Person or any of such Person's Affiliates or
Associates, directly or indirectly, has the right to acquire (whether such
right is exercisable immediately or only after the passage of time) pursuant
to any agreement, arrangement or understanding (whether or not in writing) or
upon the exercise of conversion rights, exchange rights, rights (other than
the Rights at any time prior to the Stock Acquisition Date (as such term is
hereinafter defined), but thereafter including Rights acquired from and after
the Distribution Date (as defined in Section 3(a) below) other than Rights
acquired pursuant to Section 3(a), Section 11(i) and Section 22 hereof),
warrants or options, or otherwise; provided, however, that a Person shall not
be deemed the "Beneficial Owner" of, or to "beneficially own," securities
tendered pursuant to a tender or exchange offer made by such Person or any of
such Person's Affiliates or Associates until such tendered securities are
accepted for Purchase or exchange;

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

            (iii) which are beneficially owned, directly or indirectly, by any
other Person (or any Affiliate or Associate thereof) with which such Person
(or any of such Person's Affiliates or Associates) has any agreement,
arrangement or understanding (whether or not in writing), for the purpose of
acquiring, holding, voting (except pursuant to a revocable proxy as described
in the proviso to subparagraph (ii) of this paragraph (c)) or disposing of any
voting securities of the Company.

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

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

                                       2
      (f)   "Common Stock" shall mean the common stock, par value $.50 per
share, of the Company, except that "Common Stock" when used with reference to
any Person other than the Company shall mean the capital Stock of such Person
with the greatest voting power, or the equity securities or other equity
interest having power to control or direct the management, of such Person.

      (g)   "Person" shall mean any individual, firm, corporation, partnership
or other entity.
      
      (h)   "Preferred Stock" shall mean shares of Series Two, Junior
Participating Preferred Stock, par value $1.00 per share, of the Company.

      (i)   "Stock Acquisition Date" shall mean the first date of public
announcement (which, for purposes of this definition, shall include, without
limitation, a report filed pursuant to Section 13(d) under the Exchange Act)
by the Company or an Acquiring Person that an Acquiring Person has become
such.
      
      (j)   "Subsidiary" shall mean, with reference to any Person, any
corporation of which an amount of voting securities sufficient to elect at
least a majority of the directors of such corporation is beneficially owned,
directly or indirectly, by such Person, or otherwise controlled by such
Person.

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

      Section 3.  Issue of Right Certificates.
      (a)   Until the earlier of (i) the close of business on the tenth
Business Day after the Stock Acquisition Date, or (ii) the close of business
on the tenth Business Day (or such later date as may be determined by the
Board of Directors of the Company) after the date that a tender or exchange
offer by any Person (other than the Company, any Subsidiary of the Company,
any employee benefit plan of the Company or of any Subsidiary of the Company,
or any Person or entity organized, appointed or established by the Company for
or pursuant to the terms of any such plan) is first published or sent or given
within the meaning of Rule 14e-2(a) of the General Rules and Regulations under
the Exchange Act, if upon consummation thereof, such Person would be the
Beneficial Owner of 15% or more of the shares of Common Stock then outstanding
(the earlier of (i) and (ii) being herein referred to as the "Distribution
Date"), (x) the Rights will be evidenced (subject to the provisions of
paragraph (b) of this Section 3) by the certificates for the Common Stock
registered in the names of the holders of the Common Stock (which certificates
for Common Stock shall be deemed also to be certificates for Rights) and not
by separate certificates, and (y) the Rights will be transferable only in
connection with the transfer of the underlying shares of Common Stock
(including a transfer to the Company).  The Board of Directors (with the

                                       3
 
concurrence of a majority of those directors who were directors before a
Person becomes an Acquiring Person) may defer the date set forth in clause
(ii) of the preceding sentence and, in the circumstances described in Section
11(a)(ii)(B) herein, the date set forth in clause (i) of the preceding
sentence to a specified later date or to an unspecified later date to be
determined by the Board.  As soon as practicable after the Distribution Date,
the Rights Agent will send by first-class, insured, postage prepaid mail, to
each record holder of the Common Stock as of the close of business on the
Distribution Date, at the address of such holder shown on the records of the
Company, one or more right certificates, in substantially the form of Exhibit
B hereto (the "Right Certificates"), evidencing one one-half Right (reflecting
the May 20, 1987 adjustment) for each share of Common Stock so held, subject
to adjustment as provided herein.  In the event that an adjustment in the
number of Rights per share of Common Stock has been made pursuant to Section
11(p) hereof, at the time of distribution of the Right Certificates, the
Company shall make the necessary and appropriate rounding adjustments (in
accordance with Section 14(a) hereof) so that Right Certificates representing
only whole numbers of Rights are distributed and cash is paid in lieu of any
fractional Rights.  As of and after the Distribution Date, the Rights will be
evidenced solely by such Right Certificates.

      (b)   The Company  sent a copy of a Summary of Rights, in substantially
the form initially attached hereto as Exhibit C , by first-class, postage
prepaid mail, to each record holder of the Common Stock as of the close of
business on the Record Date, at the address of such holder shown on the
records of the Company.  The Summary of Rights attached hereto as Exhibit C
(the "Summary of Rights") is revised to reflect the amendments effective as of
June 28, 1995.  With respect to certificates for the Common Stock outstanding
as of the Record Date, until the Distribution Date, the Rights will be
evidenced by such certificates for the Common Stock and the registered holders
of the Common Stock shall be the registered holders of the associated Rights. 
Until the earlier of the Distribution Date or the Expiration Date (as such
term is defined in Section 7 hereof), the transfer of any certificates
representing shares of Common Stock in respect of which Rights have been
issued shall also constitute the transfer of the Rights associated with such
shares of Common Stock.

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

            This certificate also evidences and entitles the holders
            hereof to certain Rights as set forth in the Rights
            Agreement between Zurn Industries, Inc., and Society
            National Bank, successor by merger to Ameritrust Company,
            National Association dated as of May 19, 1986, as Amended
            and Restated effective June 28, 1995 (the "Rights
            Agreement"), the terms of which are hereby incorporated
            herein by reference and a copy of which is on file at the
            principal office of Zurn Industries, Inc.  Under certain

                                       4
            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.  Zurn Industries, Inc., will mail
            to the holder of this certificate a copy of the Rights Agreement,
            as in effect on the date of mailing, without charge promptly after
            receipt of a written request therefor.  Under certain
            circumstances set forth in the Rights Agreement, Rights issued to,
            or held by, any Person who is, was or becomes an Acquiring Person
            or any Affiliate or Associates thereof (as such terms are defined
            in the Rights Agreement), whether currently held by or on behalf
            of such Person or by any subsequent holder, may become null and
            void.


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

      Section 4.  Form of Right Certificates.
      (a)   The Right Certificates (and the forms of election to purchase and
of assignment to be printed on the reverse thereof) shall each be
substantially in the form set forth in Exhibit B hereto and may have such
marks of identification or designation and such legends, summaries or
endorsements printed thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Agreement, or as may be required
to comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Rights may from time to time be listed, or to conform to usage.  Subject to
the provisions of Section 11 and Section 22 the Right Certificates, whenever
distributed, shall be dated as of the Record Date and on their face shall
entitle the holders thereof to Purchase such number of half shares of
Preferred Stock as shall be set forth therein at the price set forth therein
(the "Purchase Price"), but the amount and type of securities purchasable upon
the exercise of each Right and the Purchase Price thereof shall be subject to
adjustment as provided herein.

      (b)   Any Right Certificate issued pursuant to Section 3(a) or Section
22 hereof that represents Rights beneficially owned by (i) an Acquiring Person
or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an
Acquiring Person (or such Associate or Affiliate) who becomes a transferee
after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring
Person (or such Associate or Affiliate) who becomes a transferee prior to or
concurrently with the Acquiring Person becoming such and receives such Rights
pursuant to either (A) a transfer (whether or not for consideration) from the
Acquiring Person to holders of equity interests in such Acquiring Person or to
any Person with whom the Acquiring Person has any continuing agreement,
arrangement or understanding regarding the transferred Rights or (B) a
transfer which the Board of Directors of the Company has determined is part of

                                       5
a plan, arrangement or understanding which has as a primary purpose or effect
avoidance of Section 7(e) hereof, and any Right Certificate issued pursuant to
Section 6 or Section 11 hereof upon transfer, exchange, replacement or
adjustment of any other Right Certificate referred to in this sentence, shall
contain (to the extent feasible) the following legend:

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


      Section 5.  Countersignature and Registration.
      (a)   The Right Certificates shall be executed on behalf of the Company
by its President or any Vice President, either manually or by facsimile
signature, and shall have affixed thereto the Company's seal or a facsimile
thereof which shall be attested by the Secretary or an Assistant Secretary, or
the treasurer or an Assistant Treasurer, 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 Certificates 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.
      
      (b)   Following the Distribution Date, the Rights Agent will keep or
cause to be kept, at its principal office or offices designated as the
appropriate place for surrender of Right Certificates upon exercise or
transfer, 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, the certificate number 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.
      (a)   Subject to the provisions of Sections 4(b), 7(e) and 14 hereof, at
any time after the close of business on the Distribution Date, and at or prior
to the close of business on the Expiration Date, any Right Certificate or
Right Certificates (other than Right Certificates representing Rights that 



                                       6
have become void pursuant to Section 11(a)(ii) 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
shares of Preferred Stock (or, Common Stock, other securities or property, as
the case may be) as the Right Certificate or Right Certificates surrendered
then entitled such holder (or former holder in the case of a transfer) to
purchase.  Any registered holder desiring to transfer, split up, combine or
exchange any Right Certificate or Right Certificates shall make such request
in writing delivered to the Rights Agent, and shall surrender the Right
Certificate or Right Certificates to be transferred, split up, combined or
exchanged at the principal office or offices of the Rights Agent designated
for such purpose.  Neither the Rights Agent nor the Company shall be obligated
to take any action whatsoever with respect to the transfer of any such
surrendered Right Certificate until the registered holder shall have completed
and signed the certificate contained in the form of assignment on the reverse
side of such Right Certificate and shall have provided such additional
evidence of the identity of the Beneficial Owner (or former Beneficial Owner)
or Affiliates or Associates thereof as the Company shall reasonably request. 
Thereupon the Rights Agent shall, subject to Section 4(b) and 7(e) hereof,
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.

      (b)   Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation
of a Right Certificate, and, in case of loss, theft or destruction, of
indemnity or security reasonably satisfactory to them, and reimbursement to
the Company and the Rights Agent of all reasonable expenses incidental
thereto, and upon surrender to the Rights Agent and cancellation of the Right
Certificate if mutilated, the Company will execute and deliver a new Right
Certificate of like tenor to the Rights Agent for countersignature and
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)   Subject to Section 7(e) hereof, the registered holder of any Right
Certificate may exercise the Rights evidenced thereby (except as otherwise
provided herein including, without limitation, the restrictions on
exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a)
hereof) in whole or in part at any time after the Distribution Date upon
surrender of the Right Certificate, with the form of election to Purchase and
the certificate on the reverse side thereof duly executed, to the Rights Agent
at the principal office or offices of the Rights Agent designated for such
purpose, together with payment of the aggregate Purchase Price with respect to
the total number of half shares (or other securities or property, as the case
may be) as to which such surrendered Rights are then exercisable, at or prior
to the earlier of (i) the close of business on March 16, 1996 (the "Final
Expiration Date"), or (ii) the time at which the Rights are redeemed as


                                       7
provided in Section 23 hereof (the earlier of (i) and (ii) being herein
referred to as the "Expiration Date").

      (b)   The Purchase Price for each half share of Preferred Stock pursuant
to the exercise of a Right shall initially be $130, and shall be subject to
adjustment from time to time as provided in Section 11 hereof and shall be
payable as provided in paragraph (c) below.

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

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


                                       8
      (e)   Notwithstanding anything in this Agreement to the contrary, from
and after the occurrence of an event described in Section 11(a)(ii) any Rights
beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of
an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee after the Acquiring Person
becomes such; or (iii) a transferee of an acquiring Person (or such Associate
or Affiliate) who becomes a transferee prior to or concurrently with the
Acquiring Person becoming such and receives such Rights pursuant to either (A)
a transfer (whether or not for consideration) from the Acquiring Person to
holders of equity interests in such Acquiring Person or to any Person with
whom the Acquiring Person has any continuing agreement, arrangement or
understanding regarding the transferred Rights or (B) a transfer which the
Board of Directors of the Company has determined is part of a plan,
arrangement or understanding which has as a primary purpose or effect the
avoidance of this Section 7(e), shall become null and void without any further
action, and any holder of such Rights shall thereupon have no rights
whatsoever with respect to such Rights, whether under any provision of this
Agreement or otherwise.  The Company shall use all reasonable efforts to
insure that the provisions of this Section 7(e) and Section 4(b) hereof are
complied with, but shall have no liability to any holder of Right Certificates
or other Person as a result of its failure to make any determinations with
respect to an Acquiring Person or its Affiliates, Associates or transferees
hereunder.

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





                                       9
      Section 9.  Reservation and Availability of Capital Stock.
      (a)   The Company covenants and agrees that it will cause to be reserved
and kept available out of its authorized and unissued shares of Preferred
Stock (and, following the Stock Acquisition Date, out of its authorized and
unissued shares of Common Stock and/or other securities or out of its
authorized and issued shares held in its treasury), the number of shares of
Preferred Stock (and, following the Stock Acquisition Date, Common Stock
and/or other securities) that, except as provided in Section 11(a)(iii)
hereof, will be sufficient to permit the exercise in full of all outstanding
Rights.
      
      (b)   So long as the shares of Preferred Stock (and, following the Stock
Acquisition Date, Common Stock and/or other securities) issuable and
deliverable upon the exercise of the Rights may be listed on any national
securities exchange, the Company shall use its best efforts to cause, from and
after such time as the Rights become exercisable, all shares reserved for such
issuance to be listed on such exchange upon official notice of issuance upon
such exercise.

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

      (d)   The Company covenants and agrees that it will take all such action
as may be necessary to ensure that all shares of Preferred Stock (and,
following the Stock Acquisition Date, Common Stock and/or other securities)
delivered upon exercise of Rights shall, at the time of delivery of the
certificates for such shares (subject to payment of the Purchase Price), be
duly and validly authorized and issued and fully paid and nonassessable
shares.



                                      10
      (e)   The Company further covenants and agrees that it will pay when due
and payable any and all federal and state transfer taxes and charges which may
be payable in respect of the issuance or delivery of the Right Certificates
and of any certificates for shares of Preferred Stock (or Common Stock and/or
other securities, as the case may be) upon the exercise of Rights. The Company
shall not, however, be required to pay any transfer tax which may be payable
in respect of any transfer or delivery of Right Certificates to a person other
than, or the issuance or delivery of the shares of Preferred Stock (or Common
Stock and/or other securities, as the case may be) in respect of a name other
than that of, the registered holder of the Right Certificates evidencing
Rights surrendered for exercise or to issue or deliver any certificates for
shares of Preferred Stock (or Common Stock and/or other securities, as the
case may be) in a name other than that of the registered holder upon the
exercise of any Rights until such tax shall have been paid (any such tax being
payable by the holder of such Right Certificate at the time of surrender) or
until it has been established to the Company's satisfaction that no such tax
is due.

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

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

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

                                      11
except as otherwise provided in this Section 11(a) and Section 7(e) hereof,
the Purchase Price in effect at the time of the record date for such dividend
or of the effective date of such subdivision, combination or reclassification,
and the number and kind of shares of Preferred Stock or capital stock, as the
case may be, issuable on such date, shall be proportionately adjusted so that
the holder of any Right exercised after such time shall be entitled to receive
the aggregate number and kind of shares of Preferred Stock or capital stock,
as the case may be, which, if such Right had been exercised immediately prior
to such date and at a time when the Preferred Stock transfer books of the
Company were open, he would have owned upon such exercise and been entitled to
receive by virtue of such dividend, subdivision, combination or reclassifica-
tion.  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)  (A)   Subject to Sections 7(e), 11(a)(ii)(B) and 13(d) of this
Agreement, in the event 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 in accordance with
the terms of this Agreement, in lieu of Preferred Stock, such number of Common
Shares of the Company as shall equal the result obtained by (x) multiplying
the then current Purchase Price by the then number of half shares of Preferred
Stock for which a Right is then exercisable and dividing that product (which,
following such event, shall be referred to as the "Purchase Price" for all
purposes of this Agreement) by (y) 50% of the then current per share market
price of the Company's Common Shares (determined pursuant to Section 11(d)
hereof) on the date such Person became an Acquiring Person (such number of
shares, the "Adjustment Shares).  In the event that any Person shall become an
Acquiring Person and the Rights shall then be outstanding, the Company shall
not take any action which would eliminate or diminish the benefits intended to
be afforded by the Rights.

      (iii)  (B)  Notwithstanding anything in the provisions of the foregoing
Section 11(a)(ii)(A) or elsewhere in this Agreement to the contrary, if a
Person becomes an Acquiring Person, the Board of Directors, acting with the
concurrence of a majority of those directors of the Company who were directors
before such Person became an Acquiring Person, may in its sole discretion
defer the Distribution Date for the distribution of Right Certificates and the
exercisability of Rights if in the judgment of the Board the interest of the
Acquiring Person does not constitute an interest which is adverse to the
Company and its shareholders, and the Board may continue the deferment of such
Distribution Date and exercisability of Rights until such time as it deems, in
the exercise of its best judgment, that the interest is adverse.  For purposes
of the preceding sentence an interest is "adverse" if (x) the Acquiring Person
is the subject of any order or decree of any federal, state or other
governmental authority or is a defendant in or a target of any action,
proceeding or investigation brought by any federal, state or other
governmental authority, and, in light of the subject matter of such order,
decree, action, proceeding or investigation, such Acquiring Person, or any
other such Acquiring Person's, Affiliate's or Associate's, affiliation with
the Company (as a substantial shareholder, director or officer of the Company

                                      12
or otherwise) could subject the market for the Common Stock to false or
misleading influences or is otherwise not in the best interest of the Company
and its shareholders, (y) the interest of the Acquiring Person is intended to
cause the Company to repurchase the Common Stock beneficially owned by such
Acquiring Person or to cause pressure on the Company to take action or enter
into a transaction or series of transactions intended to provide such
Acquiring Person with short-term financial gain or other advantage under
circumstances where the Board of Directors of the Company (with the
concurrence of a majority of those directors who were directors before such
Person became an Acquiring Person) determine that the best long-term interests
of the Company and its shareholders would not be served by taking such action
or entering into such transaction or series of transactions at that time or
(z) the interest of the Acquiring Person is causing or reasonably likely to
cause a material adverse impact (including, but not limited to, impairment of
relationships with customers or impairment of the Company's ability to
maintain its competitive position) on the business or prospects of the
Company.  The discretion of the Board to defer the Distribution Date and
exercisability of Rights shall not be operative, however, if the Acquiring
person becomes Beneficial Owner of 20% or more of the shares of outstanding
Common Stock of the Company.

      (iv)  (A)   In the event that the number of shares of Common Stock that
are authorized by the Company's Articles are not sufficient to permit the
exercise in full of the Rights in accordance with Section 11(a)(ii) hereof,
the Company shall take the actions set forth in the following sentence, or (B)
if the Board of Directors determines in good faith that such actions are
necessary or appropriate and not contrary to the interests of holders of
Rights, the Company may take the actions set forth in the following sentence. 
In lieu of issuing shares of Common Stock in accordance with Section 11(a)(ii)
hereof, the Company shall, under the circumstances set forth in the previous
sentence, issue or pay, upon the exercise of the Rights, cash, property,
shares of Common Stock, other securities or any combination thereof having an
aggregate value equal to the value of the shares of Common Stock which
otherwise would have been issuable pursuant to Section 11(a)(ii), which value
shall be determined by a nationally recognized investment banking firm
selected by the Board of Directors.  Any such election by the Board of
Directors must be made and publicly announced within (60) days of the date on
which the first of the events described in Section 11(a)(ii) occurs. Following
the occurrence of one of the events described in Section 11(a)(ii), the Board
of Directors may suspend the exercisability of the Rights for a period of up
to (60) days following the occurrence of such event to the extent that the
Board of Directors have not determined whether to exercise their rights of
election under this paragraph (a)(iii).  In the event of any such suspension,
the Company shall issue a public announcement stating that the exercisability
of the Rights has been temporarily suspended.

      (b)   In case the Company shall fix a record date for the issuance of
rights, options or warrants to all holders of Preferred Stock entitling them
to subscribe for or purchase (for a period expiring within forty-five (45)
calendar days after such record date) Preferred Stock (or shares having the
same rights, privileges and preferences as the shares of Preferred Stock
("equivalent preferred stock")) or securities convertible into Preferred Stock

                                      13
or equivalent preferred stock at a price per share of Preferred Stock or per
share of equivalent preferred stock (or having a conversion price per share,
if a security convertible into Preferred Stock or equivalent preferred stock)
less than the current market price (as determined pursuant to Section 11(d)
hereof) per share of Preferred Stock on such record date, the Purchase Price
to be in effect after such record date shall be determined by multiplying the
Purchase Price in effect immediately prior to such record date by a fraction,
the numerator of which shall be the number of shares of Preferred Stock
outstanding on such record date, plus the number of shares of Preferred Stock
which the aggregate offering price of the total number of shares of Preferred
Stock and/or equivalent preferred stock so to be offered (and/or the aggregate
initial conversion price of the convertible securities so to be offered) would
purchase at such current market price and the denominator of which shall be
the number of shares of Preferred Stock outstanding on such record date, plus
the number of additional shares of Preferred Stock and/or equivalent preferred
stock to be offered for subscription or purchase (or into which the
convertible securities so to be offered are initially convertible).  In case
such subscription price may be paid by delivery of consideration part or all
of which 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 and shall be binding on the Rights Agent. Shares of Preferred Stock
owned by or held for the account of the Company shall not be deemed
outstanding for the purpose of any such computation.  Such adjustment shall be
made successively whenever such a record date is fixed; and in the event that
such rights or warrants are not so issued, the Purchase Price shall be
adjusted to be the Purchase Price which would then be in effect if such record
date had not been fixed.

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

                                      14
      (d)   (i)   For the purpose of any computation hereunder, other than
computations made pursuant to Section 11(a)(iii) hereof, the "current market
price" per share of Common Stock on any date shall be deemed to be the average
of the daily closing prices per share of such Common Stock for the thirty (30)
consecutive Trading Days (as such term is hereinafter defined) immediately
prior to such date, and for purposes of computations made pursuant to section
11(a)(iii) hereof, the "current market price" per share of Common Stock on any
date shall be deemed to be the average of the daily closing prices per share
of such Common Stock for ten (10) consecutive Trading Days immediately
following such date; provided, however, that in the event that the current
market price per share of the Common Stock is determined during a period
following the announcement by the issuer of such Common Stock of (A) a
dividend or distribution on such Common Stock payable in shares of Common
Stock or securities convertible into shares of such Common Stock (other than
the Rights), or (B) any subdivision, combination or reclassification of such
Common Stock, and prior to the expiration of the requisite thirty (30) Trading
Day or ten (10) Trading Day period, as set forth above, after the ex-dividend
date for such dividend or distribution, or the record date for such
subdivision, combination or reclassification, then, and in each such case, the
"current market price" shall be properly adjusted to take into account ex-
dividend trading.  The closing price for each day shall be the last sale
price, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with
respect to securities listed or admitted to trading on the New York Stock
Exchange or, if the shares of Common Stock are not listed or admitted to
trading on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which the shares of Common Stock
are listed or admitted to trading or, if the shares of Common Stock are not
listed or admitted to trading on any national securities exchange, the last
quoted price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by the National Association
of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such
other system then in use, or, if on any such date the shares of Common Stock
are not quoted by any such organization, the average of the closing bid and
asked prices as furnished by a professional market maker making a market in
the Common Stock selected by the Board of Directors of the Company.  If on any
such date no market maker is making a market in the Common Stock, the fair
value of such shares on such date as determined in good faith by the Board of
Directors of the Company shall be used.  The term "Trading Day" shall mean a
day on which the principal national securities exchange on which the shares of
Common Stock are listed or admitted to trading is open for the transaction of
business or, if the shares of Common Stock are not listed or admitted to
trading on any national securities exchange, a Business Day.  If the Common
Stock is not publicly held or not so listed or traded, "current market price"
per share shall mean the fair value per share as determined in good faith by
the Board of Directors of the Company, whose determination shall be described
in a statement filed with the Rights Agent and shall be conclusive for all
purposes.
      


                                      15
            (ii)  For the purpose of any computation hereunder, the "current
market price" per share of Preferred Stock shall be determined in the same
manner as set forth above for the Common Stock in clause (i) of this Section
11(d) (other than the last sentence thereof).  If the current market price per
share of Preferred Stock cannot be determined in the manner provided above or
if the Preferred Stock is not publicly held, listed or traded in a manner
described in clause (i) of this Section 11(d), the "current market price" per
share of Preferred Stock shall be conclusively deemed to be an amount equal to
two (as such number may be appropriately adjusted for such events as stock
splits, stock dividends and recapitalizations with respect to the Common Stock
occurring after the date of this Agreement) multiplied by the current market
price per share of the Common Stock.  If neither the Common Stock nor the
Preferred Stock is publicly held or so listed or traded, "current market
price" per share shall mean the fair value per share as determined in good
faith by the Board of Directors of the Company, whose determination shall be
described in a statement filed with the Rights Agent and shall be conclusive
for all purposes.

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

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

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

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

                                      16
the right to purchase, at the adjusted Purchase Price, that number of half
shares of Preferred Stock (calculated to the nearest ten-thousandth) obtained
by (i) multiplying (x) the number of one one-half of a share covered by a
Right immediately prior to this adjustment, by (y) the Purchase Price in
effect immediately prior to such adjustment of the Purchase Price, and (ii)
dividing the product so obtained by the Purchase Price in effect immediately
after such adjustment of the Purchase Price.

      (i)   The Company may elect on or after the date of any adjustment of
the Purchase Price to adjust the number of Rights, in substitution for any
adjustment in the number of shares of Preferred Stock purchasable upon the
exercise of a Right.  Each of the Rights outstanding after the adjustment in
the number of Rights shall be exercisable for the number of half shares of
Preferred Stock for which a Right was exercisable immediately prior to such
adjustment.  Each Right held of record prior to such adjustment of the number
of Rights shall become that number of Rights (calculated to the nearest one
ten thousandth) obtained by dividing the Purchase Price in effect immediately
prior to adjustment of the Purchase Price by the Purchase Price in effect
immediately after adjustment of the Purchase Price.  The Company shall make a
public announcement of its election to adjust the number of Rights, indicating
the record date for the adjustment, and, if known at the time, the amount of
the adjustment to be made.  This record date may be the date on which the
Purchase Price is adjusted or any day thereafter, but, if the Right
Certificates have been issued, shall be at least ten (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 may bear, at the option of the Company, the adjusted Purchase
Price) and shall be registered in the names of the holders of record of 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 half shares of Preferred Stock 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 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 stated value, if any, of the shares of
Preferred Stock issuable upon exercise of the Rights, the Company shall take
any corporate action which may, in the opinion of its counsel, be necessary in
order that the Company may validly and legally issue fully paid and
nonassessable shares of Preferred Stock at such adjusted Purchase Price.

                                      17
      
      (l)   In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event the issuance to the holder of any Right exercised after such record date
the shares of Preferred Stock and other capital stock or securities of the
Company, if any, issuable upon such exercise over and above the shares of
Preferred Stock and other capital stock or securities of the Company, if any,
issuable upon such exercise on the basis of the Purchase Price in effect prior
to such adjustment; provided, however, that the Company shall deliver to such
holder a due bill or other appropriate instrument evidencing such holder's
right to receive such additional shares or securities upon the occurrence of
the event requiring such adjustment.

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

      (n)   The Company covenants and agrees that it shall not, at any time
after the Distribution Date, (i) consolidate with, (ii) merge with or into, or
(iii) sell or transfer (or permit any Subsidiary to sell or transfer), in one
or more transactions, assets or earning power aggregating more than 50% of the
assets or earning power of the Company and its Subsidiaries (taken as a whole)
to any other Person if at the time of or immediately after such consolidation,
merger or sale there are any rights, warrants or other instruments or
securities outstanding or agreements in effect which would substantially
diminish or otherwise eliminate the benefits intended to be afforded by the
Rights.

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

      (p)   Anything in this Agreement to the contrary notwithstanding, in the
event that the Company shall at any time after the Rights Dividend Declaration
Date and prior to the Distribution Date (i) declare a dividend on the
outstanding shares of Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock or (iii) combine the outstanding Common
Stock into a smaller number of shares, the number of Rights associated with
each share of Common Stock then outstanding, or issued or delivered thereafter
but prior to the Distribution Date, shall be proportionately adjusted so that
the number of Rights thereafter associated with each share of Common Stock

                                      18
following any such event shall equal the result obtained by multiplying the
number of Rights associated with each share of Common Stock immediately prior
to such event by a fraction the numerator of which shall be the total number
of shares of Common Stock outstanding immediately prior to the occurrence of
the event and the denominator of which shall be the total number of shares of
Common Stock outstanding immediately following the occurrence of such event.

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

      Section 13. Consolidation, Merger or Sale or Transfer of Assets or
Earning Power.
      (a)   In the event that, following the Stock Acquisition Date, directly
or indirectly, (x) the Company shall consolidate with, or merge with and into,
any other Person (other than a Subsidiary of the Company), and the Company
shall not be the continuing or surviving corporation of such consolidation or
merger, (y) any Person (other than a Subsidiary of the Company) shall
consolidate with, or merge, with or into, the Company, and the Company shall
be the Continuing or surviving corporation of such consolidation or merger
and, in connection with such consolidation or merger, all or part of the
outstanding shares of Common Stock shall be changed into or exchanged for
stock or other securities of any other Person or cash or any other property,
or (z) the Company shall sell or otherwise transfer (or one or more of its
Subsidiaries shall sell or otherwise transfer), in a single transaction or a
series of related transactions, assets or earning power aggregating more than
50% of the assets or earning power of the Company and its Subsidiaries (taken
as a whole) to any Person or Persons (other than the Company or any Subsidiary
of the Company), then, and in each such case (except as may be contemplated by
Section 13(d) hereof), proper provision shall be made so that (i) each holder
of a Right (except as otherwise provided in Section 7(e) hereof) shall
thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price in accordance with the terms of this Agreement, such
number of validly authorized and issued, fully paid, non-assessable and freely
tradeable shares of Common Stock of the Principal Party (as hereinafter
defined, not subject to any rights of first refusal, as shall be equal to the
result obtained by (1) multiplying the then current Purchase Price by the
number of half shares of Preferred Stock for which a Right is exercisable
immediately prior to the first occurrence of an event (the "Section 13 Event")
set forth in clauses (x), (y) and (z) of this Section 13(a) (or, if any event
set forth in Section 11(a)(ii)  has occurred prior to the Section 13 Event,
multiplying the number of such fractional shares for which a Right was
exercisable immediately prior to the first occurrence of an event set forth in


                                      19
Section 11(a)(ii)  hereof by the Purchase Price immediately prior to such
first occurrence), and dividing that product (which, following the Section 13
Event, shall thereafter be referred to as the "Purchase Price" for all
purposes of this Agreement) by (2) 50% of the current market price (determined
pursuant to Section 11(d)(i) hereof) per share of the Common Stock ((b)or
other securities or property as provided for herein) of such Principal Party
on the date of consummation of such consolidation, merger, sale or transfer;
(ii) such Principal Party 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 Principal Party, it being
specifically intended that the provisions of Section 11 hereof shall apply
only to such Principal Party following the first occurrence of a Section 13
Event; (iv) such Principal Party shall take such steps (including, but not
limited to, the reservation of a sufficient number of shares of its Common
Stock) in connection with the consummation of any such transaction as may be
necessary to assure that the provisions hereof shall thereafter be applicable,
as nearly as reasonably may be, in relation to its shares of Common Stock
thereafter deliverable upon the exercise of the Rights, and (v) the provisions
of Section 11(a)(ii) hereof shall thereafter be of no effect following the
first occurrence of a Section 13 Event.

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

            (ii)  in the case of any transaction described in clause (z) of
the first sentence of Section 13(a), the Person that is the party receiving
the greatest portion of the assets or earning power transferred pursuant to
such transaction or transactions; provided, however, that in any such case,
(1) if the Common Stock of such Person is not at such time and has not been
continuously over the preceding twelve (12) month period registered under
Section 12 of the Exchange Act, and such person is a direct or indirect
Subsidiary of another Person the Common Stock of which is and has been so
registered, "Principal Party" shall refer to such other Person; and (2) in
case such Person is a Subsidiary, directly or indirectly, of more than one
Person, the Common Stocks of two or more of which are and have been so
registered, "Principal Party" shall refer to whichever of such Persons is the
issuer of the Common Stock having the greatest aggregate market value.

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


                                      20
consolidation, merger or sale of assets mentioned in paragraph (a) of this
Section 13, the Principal Party will

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

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

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

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

      Section 14.  Fractional Rights and Fractional Shares.
      (a)   The Company shall not be required to issue fractions of Rights,
except prior to the Distribution Date as provided in Section 11(p) hereof, or
to distribute 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 purposes of this Section 14(a), the
current market value of a whole Right shall be the closing price of the Rights
for the Trading Day immediately prior to the date on which such fractional
Rights would have been otherwise issuable.  The closing price of the Rights
for any day shall be the last sale price, regular way, or, in case no such
sale takes place on such day, the average of the closing bid and asked prices,


                                      21
regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if the Rights are not listed or
admitted to trading on the New York Stock Exchange, as reported in the
principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which the Rights are
listed or admitted to trading, or if the Rights are not listed or admitted to
trading on any national securities exchange, the last quoted price or, if not
so quoted, the average of the high bid and low asked prices in the over-the-
counter market, as reported by NASDAQ or such other system then in use or, if
on any such date the Rights are not quoted by any such organization, the
average of the closing bid and asked prices as furnished by a professional
market maker making a market in the Rights selected by the Board of Directors
of the Company.  If on any such date no such market maker is making a market
in the Rights the fair value of the Rights on such date as determined in good
faith by the Board of Directors of the Company shall be used.

      (b)   The Company shall not be required to issue fractions of shares of
Preferred Stock (other than fractions which are integral multiples of one half
shares of Preferred Stock) upon exercise of the Rights or to distribute
certificates which evidence fractional shares of Preferred Stock (other than
fractions which are integral multiples of one-half of a share of Preferred
Stock). In lieu of fractional shares of Preferred Stock that are not integral
multiples of one-half of a share of Preferred Stock, the Company may 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-half of a share of Preferred Stock. For
purposes of this Section 14(b), the current market value of one-half of a
share of Preferred Stock shall be one-half of the closing price of a share of
Preferred Stock (as determined pursuant to Section 11(d)(ii) hereof) for the
Trading Day immediately prior to the date of such exercise.

      (c)   Following the Stock Acquisition Date, the Company shall not be
required to issue fractions of shares of Common Stock upon exercise of the
Rights or to distribute certificates which evidence fractional shares of
Common Stock.  In lieu of fractional shares of Common Stock, the Company may
pay to the registered holders of 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 (1) share of Common Stock.  For purposes of
this Section 14(c), the current market value of one (1) share of Common Stock
shall be the closing price of one (1) share of Common Stock (as determined
pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to
the date of such exercise.

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

      Section 15.  Rights of Action.  All rights of action in respect of this
Agreement are vested in the respective registered holders of the Right
Certificates (and, prior to the Distribution Date, the registered holders of
the Common Stock); and any registered holder of any Right Certificate (or,

                                      22
prior to the Distribution Date, of the Common Stock), without the consent of
the Rights Agent or of the holder of any other Right Certificate (or, prior to
the Distribution Date, of the Common Stock), may, in his own behalf and for
his own benefit, enforce, and may institute and maintain any suit, action or
proceeding against the Company to enforce, or otherwise act in respect of, his
right to exercise the Rights evidenced by such 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 shall be entitled
to specific performance of the obligations hereunder and injunctive relief
against actual or threatened violations of the obligations hereunder of any
Person subject to this Agreement.

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

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

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

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

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

      Section 17.  Right Certificate Holder Not Deemed a Shareholder.  No
holder, as such, of any Right Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the shares of Preferred
Stock or any other securities of the Company which may at any time be issuable
on the exercise of the Rights represented thereby, nor shall anything
contained herein or in any Right Certificate be construed to confer upon the

                                      23
holder of any Right Certificate, as such, any of the rights of a shareholder
of the Company or any right to vote for the election of directors or upon any
matter submitted to share holders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of meetings or
other actions affecting shareholders (except as provided in Section 24
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.
      (a)   The Company agrees to pay to the Rights Agent reasonable
compensation for all services rendered by it hereunder and, from time to time,
on demand of the Rights Agent, its reasonable expenses and counsel fees and
disbursements and other disbursements incurred in the administration and
execution of this Agreement and the exercise and performance of its duties
hereunder. The Company also agrees to indemnify the Rights Agent for, and to
hold it harmless against, any loss, liability, or expense, incurred without
negligence, bad faith or willful misconduct on the part of the Rights Agent,
for anything done or omitted by the Rights Agent in connection with the
acceptance and administration of this Agreement, including the costs and
expenses of defending against any claim of liability in the premises.
      
      (b)   The Rights Agent shall be protected and shall incur no liability
for or in respect of any action taken, suffered or omitted by it in connection
with its administration of this Agreement in reliance upon any Right
Certificate or certificate for Common Stock or for other securities of the
Company, instrument of assignment or transfer, power of attorney, endorsement,
affidavit, letter, notice, direction, consent, certificate, statement, or
other paper or document believed by it to be genuine and to be signed,
executed and, where necessary, verified or acknowledged, by the proper Person
or Persons.

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

                                      24
      
      (b)   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
(including, without limitation, the identity of any Acquiring Person and the
determination of "current market price") be proved or established by the
Company prior to taking or suffering any action hereunder, such fact or matter
(unless other evidence in respect thereof be herein specifically prescribed)
may be deemed to be conclusively proved and established by a certificate
signed by the Chairman of the Board, the President, any Vice President, the
Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary
of the Company and delivered to the Rights Agent; and such certificate shall
be full authorization to the Rights Agent for any action taken or suffered in
good faith by it under the provisions of this Agreement in reliance upon such
certificate.

      (c)   The Rights Agent shall be liable hereunder only for its own
negligence, bad faith or willful misconduct.

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

      (e)   The Rights Agent shall not be under any responsibility in respect
of the validity of this Agreement or the execution and delivery hereof (except
the due execution hereof by the Rights Agent) or in respect of the validity or
execution of any 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 adjustment required under the provisions of Sections
11 or 13 hereof or responsible for the manner, method or amount of any such
adjustment or the ascertaining of the existence of facts that would require
any such adjustment (except with respect to the exercise of Rights evidenced

                                      25
by Right Certificates after actual notice of any such adjustment); nor shall
it by any act hereunder be deemed to make any representation or warranty as to
the authorization or reservation of any shares of Common Stock or Preferred
Stock to be issued pursuant to this Agreement or any Right Certificate or as
to whether any shares of Common Stock or Preferred Stock will, when so issued,
be validly authorized and issued, fully paid and nonassessable.

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

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

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

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

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

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


                                      26
      
      Section 21.  Change of Rights Agent.  The Rights Agents or any successor
Rights Agent may resign and be discharged from its duties under this Agreement
upon thirty (30) days' notice in writing mailed to the Company, and to each
transfer agent of the Common Stock and Preferred Stock, by registered or
certified mail, and, if after the Distribution Date, to the holders of the
Right Certificates by first-class mail.  The Company may remove the Rights
Agent or any successor Rights Agent upon thirty (30) days' notice in writing,
mailed to the Rights Agent or successor Rights Agent, as the case may be, and
to each transfer agent of the Common Stock and Preferred Stock, by registered
or certified mail, and, if after the Distribution Date, 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 thirty (30) days after given 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 any 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) a corporation
organized and doing business under the laws of the United States or of the
State of New York (or of any other state of the United States so long as such
corporation is authorized to do business as a banking institution in the State
of New York), in good standing, having a principal office in the State of New
York, which is authorized under such laws to exercise corporate trust or stock
transfer powers and is subject to supervision or examination by federal or
state authority and which has at the time of its appointment as Rights Agent a
combined capital and surplus of at least $100,000,000 or (b) an affiliate of a
corporation described in clause (a) of this sentence.  After appointment, the
successor Rights Agent shall be vested with the same powers, rights, duties
and responsibilities as if it had been originally named as Rights Agent
without further act or deed; but the predecessor Rights Agent shall deliver
and transfer to the successor Rights Agent any property at the time held by it
hereunder, and execute and deliver any further assurance, conveyance, act or
deed necessary for the purpose. Not later than the effective date of any such
appointment, the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Stock and the
Preferred Stock, and mail a notice thereof in writing to the registered
holders of the Right Certificates.  Failure to give any notice provided for in
this Section 21, however, or any defect therein, shall not affect the legality
or validity of the resignation or removal of the Rights Agent or the
appointment of the successor Rights Agent, as the case may be.

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




                                      27
shares or other securities or property purchasable under the Right
Certificates made in accordance with the provisions of this Agreement. In
addition, the Company may, if deemed necessary or appropriate by the Board of
Directors of the Company, issue Right Certificates in connection with the
issuance or sale of shares of Common Stock following the Distribution Date.

      Section 23.  Redemption and Termination.
      (a)   The Board of Directors of the Company may, at its option, at any
time prior to 5:00 P.M., New York City time, on the earlier of (i) the close
of business on the tenth Business Day following the Stock Acquisition Date, or
(ii) the Final Expiration Date, redeem all but not less than all the then
outstanding Rights at a redemption price of $.05 per Right, as such amount may
be appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such redemption price
being hereinafter referred to as the "Redemption Price").  The redemption of
the Rights by the Board of Directors may be made effective at such time, on
such basis and with such conditions as the Board of Directors in its sole
discretion may establish including conditions which the Board (with the
concurrence of a majority of those directors who were directors before a
Person becomes an Acquiring Person) deems appropriate to defer the expiration
of the right of redemption set forth in this Section 23(a) so long as the
deferral of the distribution of the Rights and exercisability thereof is in
effect under the provisions of Section 11(a)(ii)(B) hereof.  Notwithstanding
anything contained in this Agreement to the contrary, the Rights shall not be
exercisable pursuant to Section 11(a)(ii) prior to the expiration of the
Company's right of redemption hereunder.

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

      Section 24.  Notice of Certain Events.
      (a)   In case the Company shall propose, at any time after the
Distribution Date, (i) to pay any dividend payable in stock of any class to
the holders of Preferred Stock or to make any other distribution to the
holders of Preferred Stock (other than a regular quarterly cash dividend out
of earnings or retained earnings of the Company), or (ii) to offer to the
holders of Preferred Stock rights or warrants to subscribe for or to purchase



                                      28
any additional shares of Preferred Stock or shares of stock of any class or
any other securities, rights or options, or (iii) to effect any
reclassification of its Preferred Stock (other than a reclassification
involving only the subdivision of outstanding shares of Preferred Stock), or
(iv) to effect any consolidation or merger into or with, or to effect any sale
or other transfer (or to permit one or more of its Subsidiaries to effect any
sale or other transfer), in one or more transactions, of more than 50% of the
assets or earning power of the Company and its Subsidiaries (taken as a whole)
to, any other Person, or (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, to the extent: feasible and in accordance with
Section 25 hereof, a notice of such proposed action, which shall specify the
record date for the purposes of such stock dividend, distribution of rights or
warrants, or the date on which such reclassification, consolidation, merger,
sale, transfer, liquidation, dissolution, or winding up is to take place and
the date of participation therein by the holders of the shares of Preferred
Stock, if any such date is to be fixed, and such notice shall be so given in
the case of any action covered by clause (i) or (ii) above at least twenty
(20) days prior to the record date for determining holders of the shares of
Preferred Stock for purposes of such action, and in the case of any such other
action, at least twenty (20) days prior to the date of the taking of such
proposed action or the date of participation therein by the holders of the
shares of Preferred Stock whichever shall be the earlier.

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

      Section 25.  Notices.  Notices or demands authorized by this Agreement
to be given or made by the Rights Agent or by the holder of any 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:

Zurn Industries, Inc.
One Zurn Place
Erie, PA 16505
Attention:  Corporate Secretary

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




                                      29
Society National Bank
c/o KeyCorp Shareholder Services, Inc.
127 Public Square, 15th Floor
Cleveland, OH 44114

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

      Section 26.  Supplements and Amendments.  Prior to the Distribution
Date, the Company and the Rights Agent shall, if the Company so directs,
supplement or amend any provision of this Agreement without the approval of
any holders of certificates representing shares of Common Stock except for a
supplement or amendment which would change the Redemption Price, Final
Expiration Date, Purchase Price, or number of fractional shares of Preferred
Stock for which a Right is then exercisable.  From and after the Distribution
Date, the Company and the Rights Agent shall, if the Company shall so direct,
supplement or amend this Agreement without the approval of any holders of
Right Certificates in order (i) to cure any ambiguity, (ii) to correct or
supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, (iii) to extend the period of
redemption provided in Section 23 hereof, or (iv) to change or supplement the
provisions hereunder in any manner which the Company may deem necessary or
desirable and which shall not adversely affect the interests of the holders of
Right Certificates (other than an Acquiring Person or an Affiliate or
Associate of an Acquiring Person) provided, this Agreement may not be
supplemented or amended in any way after the period for redemption of the
Rights pursuant to Section 23 hereof shall have expired.  Upon the delivery of
a certificate from an appropriate officer of the Company which states that the
proposed supplement or amendment is in compliance with the terms of this
Section 26, the Rights Agent shall execute such supplement or amendment. 
Prior to the Distribution Date, the interests of the holders of Rights shall
be deemed coincident with the interests of the holders of Common Stock.

      Section 27.  Successors.  All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.

      Section 28.  Determinations and Actions by the Board of Directors, etc.
      (a)   For all purposes of this Agreement, any calculation of the number
of shares of Common Stock outstanding at any particular time and any
determination of the particular percentage of such outstanding shares of
Common Stock of which any Person is the Beneficial Owner shall be made in
accordance with the provisions of Rule 13d-3d(1)(i) of the General Rules and
Regulations under the Exchange Act as in effect as of the date hereof. 
Subject to the provisions of paragraph (b) of this Section 28, the Board of
Directors of the Company shall have the exclusive power and authority to
administer this Agreement and to exercise all rights and power specifically


                                      30
granted to the Board, or the Company, or as may be necessary or advisable in
the administration of this Agreement, including, without limitation, the right
and power to (i) interpret the provisions of this Agreement, and (ii) make all
determinations deemed necessary or advisable for the administration of this
Agreement (including a determination to redeem or not redeem the Rights or to
amend the Agreement).  All such actions, calculations, interpretations and
determinations (including, for purpose of clause (ii) below, all omissions
with respect to the foregoing) which are done or made by the Board in good
faith, shall (i) be final, conclusive and binding on the Company, the Rights
Agent, the holders of the Right Certificates and all other parties, and (ii)
not subject the Board of Directors to any liability to the holders of the
Right Certificates.

      (b)   Notwithstanding anything in this Agreement to the contrary, any
actions by the Board of Directors of the Company pursuant to Section
11(a)(iii)(B), Section 23(a) or Section 26(iii) shall require the concurrence
of a majority of the Continuing Directors then in office and may not be taken
if there are no Continuing Directors then in office.  Determinations
concerning the occurrence of any Section 11(a)(ii) or Section 13 Event shall
be made by a majority of Continuing Directors, provided that if there are no
Continuing Directors then in office, any holder of Rights may sue the Company
to obtain a judicial determination of the relevant facts.  Continuing
Directors shall mean (i) any member of the Board of Directors of the Company,
while such Person is a member of the Board, who is not an Acquiring Person, or
an Affiliate or Associate of an Acquiring Person, or a representative of an
Acquiring Person or of any such Affiliate or Associate, and was a member of
the Board prior to the date of this Agreement, or (ii) any Person who
subsequently becomes a member of the Board, who is not an Acquiring Person, or
an Affiliate or Associate of an Acquiring Person, or an Affiliate or Associate
of an Acquiring Person, or a representative of an Acquiring Person or of any
such Affiliate or Associate, if such Person's nomination for election or
election to the Board is recommended or approved by a majority of the
Continuing Directors.

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

      Section 30.  Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated; provided, however, that notwithstanding anything in this
Agreement to the contrary, if any such term, provision, covenant or
restriction is held by such court or authority to be invalid, void or
enforceable and the Board of Directors of the Company determines in its good

                                      31
faith judgment that severing the invalid language from this Agreement would
adversely affect the purpose or effect of this Agreement, the right of
redemption set forth in Section 23 hereof shall be reinstated and shall not
expire until the close of business on the tenth Business Day following the
date of such determination by the Board of Directors.

      Section 31.  Governing Law.  This Agreement, each Right and each Right
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the Commonwealth of Pennsylvania and for all purposes shall be
governed by and construed in accordance with the laws of such Commonwealth,
applicable to contracts made and to be performed entirely within such
Commonwealth, except that the rights and obligations of the Rights Agent shall
be governed by the laws of the State of New York.

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

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

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and their respective corporate seals to be hereunto affixed and
attested this 27th day of June, 1995, but effective as of the 28th day of
June, 1995.

ATTEST:                                   ZURN INDUSTRIES, INC.


By /s/ Dennis Haines                      By /s/ Robert R. Womack
Name: Dennis Haines                       Name: Robert R. Womack
Title:  Secretary                         Title:  Chairman and Chief
                                                  Executive Officer


ATTEST:                                   SOCIETY NATIONAL BANK


By /s/ Laura G. Thoms                     By /s/ Victor W. LaTessa
Name:  LAURA THOMS                        Name:  VICTOR W. LATESSA
Title:  Asst. Secretary                   Title:  Vice President









                                      32

                                                               
                                                                     Exhibit B



                          [Form of Right Certificate]


Certificate No. R-                                 ___________ One-Half Rights


NOT EXERCISABLE AFTER MAY 28, 1996 OR EARLIER IF REDEEMED BY THE COMPANY.  THE
RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.025 PER
ONE-HALF RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.  UNDER CERTAIN
CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM
IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS
MAY BECOME NULL AND VOID.  [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR
WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR
AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN
THE RIGHTS AGREEMENT).  ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS
REPRESENTED HEREBY MAY BECOME VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION
7(e) OF SUCH AGREEMENT.] 


                               Right Certificate


                             ZURN INDUSTRIES, INC.


            This certifies that ___________________________, or registered
assigns, is the registered owner of the number of One-Half 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 May 19, 1986,
and as amended and restated as of June 28, 1995 (the "Rights Agreement"),
between Zurn Industries, Inc., a Pennsylvania corporation (the "Company") and
Society National Bank (successor by merger to AmeriTrust Company, a national
banking association) (the "Rights Agent"), to purchase from the Company at any
time after the Distribution Date (as such term is defined in the Rights
Agreement) and prior to 5:00 P.M. (New York City time) on May 28, 1996 at the
office or offices of the Rights Agent, c/o KeyCorp Shareholder Services, Inc.,
127 Public Square, 15th Floor, Cleveland, Ohio 44114, one-fourth of a fully
paid, non-assessable share of Second Series Junior Participating Preferred
Stock (the "Preferred Stock") of the Company, at a purchase price of $65 per
one-fourth of a share (the "Purchase Price"), upon presentation and surrender
of this Right Certificate with the Form of Election to Purchase and related
Certificate duly executed.  The number of Rights evidenced by this Right
Certificate (and the number of shares which may be purchased upon exercise
thereof) set forth above, and the Purchase Price per share set forth above,
are the number and Purchase Price as of May 19, 1986, based on the Preferred
Stock as constituted at such date, as adjusted to reflect a 100% stock
dividend declared on May 20, 1987.



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

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

            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, which
limitations of rights include the temporary suspension of the exercisability
of such Rights for not more than ninety (90) days at the election of the
Company and under certain circumstances specified in such Rights Agreement. 
Copies of the Rights Agreement are on file at the above-mentioned office of
the Rights Agent and are also available upon written request to the Company.

            This Right Certificate, with or without other Right Certificates,
upon surrender at the principal office or offices of the Rights Agent
designated for such purpose, 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 shares of Preferred Stock 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 at a redemption price of $.025
per one-half Right at any time prior to the close of business ten (10)
Business Days after the Stock Acquisition Date.  The redemption may be made
effective at such time, on such basis and with such conditions as the Board of
Directors of the Company, in its sole discretion, may establish, including
conditions which the Board (with the concurrence of a majority of those
directors who were directors before a Person becomes an Acquiring Person)
deems appropriate to defer the expiration of the right of redemption so long
as the deferral of the distribution of Rights and exercisability thereof is in
effect under the provisions of Section 11(a)(ii)(B) of the Rights Agreement. 
Immediately upon the action of the Board of Directors of the Company ordering

                                       2
redemption of the Rights, the Rights will terminate and the only right of the
holders of Rights evidenced hereby will be to receive the redemption price.

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

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

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

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


Dated as of ______________, 19_


ATTEST:                                   ZURN INDUSTRIES, INC.


______________________________      By____________________________
Secretary                                   Title


Countersigned                             SOCIETY NATIONAL BANK


                                          By____________________________
                                            Authorized Signature








                                       3
                  
                [Form of Reverse Side of Right Certificate]


                              FORM OF ASSIGNMENT


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


FOR VALUE RECEIVED ________________________________________________

hereby sells, assigns and transfers unto __________________________

___________________________________________________________________
                 (Please print name and address of transferee)
___________________________________________________________________
this Right Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint
__________________________________ Attorney, to transfer the within Right
Certificate on the books of the within-named Company, with full power of
substitution. 

Dated: _____________________, 19__


                                          ______________________________
                                          Signature

























                                       4
Signature Guaranteed:

                                  Certificate


            The undersigned hereby certifies by checking the appropriate boxes
that:
                  (1)   this Rights Certificate [  ] is [  ] is not being
sold, assigned and transferred by or on behalf of a Person who is or was an
Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as
such terms are defined in the Rights Agreement);

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


Dated:  ____________, 19__          ______________________________
                                          Signature


                                    NOTICE


            The signature to the foregoing Assignment and Certificate 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.

























                                       5
                         
                         FORM OF ELECTION TO PURCHASE

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


To:   Zurn Industries, Inc.


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

Please insert social security 
or other identifying number   __________________________

__________________________________________________________________
                        (Please print name and address)

__________________________________________________________________

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

Please insert social security 
or other identifying number   __________________________

__________________________________________________________________
                        (Please print name and address)

__________________________________________________________________

Dated:  _________________, 19__

                                          ______________________________
                                          Signature













                                       6
Signature Guaranteed:


                                  Certificate


            The undersigned hereby certifies by checking the appropriate boxes
that:
                  (1)   the Rights evidenced by this Right Certificate [  ]
are [  ] are not being exercised by or on behalf of a Person who is or was an
Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as
such terms are defined in the Rights Agreement);

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


Dated:  _____________, 19__         ______________________________
                                          Signature


                                    NOTICE


            The signature to the foregoing Election to Purchase and
Certificate 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. 























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