8-K

                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549



                                FORM 8-K



                             CURRENT REPORT

                 Pursuant to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934


Date of report (Date of earliest event reported):  March 21, 2000


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


    Nevada                   1-10714                  62-1482048
  (State of          (Commission File Number)       (IRS Employer
Incorporation)                                   Identification No.)


            123 South Front Street, Memphis, Tennessee 38103
           (Address of principal executive offices) (Zip Code)


                             (901) 495-6500
          (Registrant's telephone number, including area code)


                            (not applicable)
      (former name or former address, if changed since last report)



Item 5.  OTHER EVENTS.

     a.   ADOPTION OF RIGHTS PLAN:

     On March 21, 2000 the Board of Directors of AutoZone, Inc. (the
"Company") adopted a Stockholder Rights Plan.

     In connection with the Rights Plan, the Board of Directors of the
Company declared a dividend of one preferred share purchase right (the
"Rights") for each outstanding share of common stock, par value $.01 per
share (the "Common Shares"), of the Company outstanding at the close of
business on April 14, 2000 (the "Record Date").  Each Right will entitle
the registered holder thereof, after the Rights become exercisable and
until March 21, 2010 (or the earlier redemption, exchange or termination
of the Rights), to purchase from the Company one one-thousandth
(1/1,000th) of a share of Series A Junior Participating Preferred Stock,
par value $.01 per share (the "Preferred Shares"), at a price of $125 per
one one-thousandth (1/1,000th) of a Preferred Share, subject to certain
anti-dilution adjustments (the "Purchase Price").  Until the earlier to
occur of (i) ten (10) days following a public announcement that a person
or group of affiliated or associated persons has acquired, or obtained
the right to acquire, beneficial ownership of 15% or more of the Common
Shares (an "Acquiring Person") or (ii) ten (10) business days (or such
later date as may be determined by action of the Board of Directors prior
to such time as any person or group of affiliated persons becomes an
Acquiring Person) following the commencement or announcement of an
intention to make a tender offer or exchange offer the consummation of
which would result in the beneficial ownership by a person or group of
15% or more of the Common Shares (the earlier of (i) and (ii) being
called the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Share certificates outstanding as of the
Record Date, by such Common Share certificate.  The Rights will be
transferred with and only with the Common Shares until the Distribution
Date or earlier redemption or expiration of the Rights.  As soon as
practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of
record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will
evidence the Rights.  The Rights will at no time have any voting rights.

     Each Preferred Share purchasable upon exercise of the Rights will be
entitled, when, as and if declared, to a minimum preferential quarterly
dividend payment of $1.00 per share but will be entitled to an aggregate
dividend of 1,000 times the dividend, if any, declared per Common Share.
In the event of liquidation, dissolution or winding up of the Company,
the holders of the Preferred Shares will be entitled to a preferential
liquidation payment of $1,000 per share plus any accrued but unpaid
dividends but will be entitled to an aggregate payment of 1,000 times the
payment made per Common Share.  Each Preferred Share will have 1,000
votes and will vote together with the Common Shares.  Finally, in the
event of any merger, consolidation or other transaction in which Common
Shares are exchanged, each Preferred Share will be entitled to receive
1,000 times the amount received per Common Share.  Preferred Shares will
not be redeemable.  These Rights are protected by customary anti-dilution
provisions.  Because of the nature of the Preferred Share's dividend,
liquidation and voting rights, the value of one one-thousandth of a
Preferred Share purchasable upon exercise of each Right should
approximate the value of one Common Share.

     In the event that a Person becomes an Acquiring Person or if the
Company were the surviving corporation in a merger with an Acquiring
Person or any affiliate or associate of an Acquiring Person and the
Common Shares were not changed or exchanged, each holder of a Right,
other than Rights that are or were acquired or beneficially owned by the
Acquiring Person (which Rights will thereafter be void), will thereafter
have the right to receive upon exercise that number of Common Shares
having a market value of two times the then current Purchase Price of one
Right.  In the event that, after a person has become an Acquiring Person,
the Company were acquired in a merger or other business combination
transaction or more than 50% of its assets or earning power were sold,
proper provision shall be made so that each holder of a Right shall
thereafter have the right to receive, upon the exercise thereof at the
then current Purchase Price of the Right, that number of shares of common
stock of the acquiring company which at the time of such transaction
would have a market value of two times the then current Purchase Price of
one Right.

     At any time after a Person becomes an Acquiring Person and prior to
the earlier of one of the events described in the last sentence in the
previous paragraph or the acquisition by such Acquiring Person of 50% or
more of the then outstanding Common Shares, the Board of Directors may
cause the Company to exchange the Rights (other than Rights owned by an
Acquiring Person which have become void), in whole or in part, for Common
Shares at an exchange rate of one Common Share per Right (subject to
adjustment).

     The Rights may be redeemed in whole, but not in part, at a price of
$.001 per Right (the "Redemption Price") by the Board of Directors at any
time prior to the time that an Acquiring Person has become such.  The
redemption of the Rights may be made effective at such time, on such
basis and with such conditions as the Board of Directors in its sole
discretion may establish. Immediately upon any redemption of the Rights,
the right to exercise the Rights will terminate and the only right of the
holders of Rights will receive the Redemption Price.

     The Rights will expire on March 21, 2010 (unless earlier redeemed,
exchanged or terminated).  First Chicago Trust Company of New York is the
Rights Agent.

     The Purchase Price payable, and the number of one one-thousandths of
a Preferred Share or other securities or property issuable, upon exercise
of the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Preferred Shares, (ii) upon the
grant to holders of the Preferred Shares of certain rights or warrants to
subscribe for or purchase Preferred Shares or convertible securities at
less than the current market price of the Preferred Shares or (iii) upon
the distribution to holders of the Preferred Shares of evidences of
indebtedness, cash, securities or assets (excluding regular periodic cash
dividends at a rate not in excess of 125% of the rate of the last regular
periodic cash dividend theretofore paid or, in case regular periodic cash
dividends have not theretofore been paid, at a rate not in excess of 50%
of the average net income per share of the Company for the four quarters
ended immediately prior to the payment of such dividend, or dividends
payable in Preferred Shares (which dividends will be subject to the
adjustment described in clause (i) above)) or of subscription rights or
warrants (other than those referred to above).

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

     Any of the provisions of the Rights Agreement dated as of March 21,
2000 between the Company and the Rights Agent (the "Rights Agreement")
may be amended by the Board of Directors of the Company for so long as
the Rights are then redeemable, and after the Rights are no longer
redeemable, the Company may amend or supplement the Rights Agreement in
any manner that does not adversely affect the interests of the holder of
the Rights.

     One Right will be distributed to stockholders of the Company for
each Common Share owned of record by them on April 14, 2000.  As long as
the Rights are attached to the Common Shares, the Company will issue one
Right with each new Common Share so that all such shares will have
attached Rights.  The Company has agreed that, from and after the
Distribution Date, the Company will reserve 200,000 Preferred Shares
initially for issuance upon exercise of the Rights.

     The rights are designed to assure that all of the Company's
stockholders receive fair and equal treatment in the event of any
proposed takeover of the Company and to guard against partial tender
offers, open market accumulations and other abusive tactics to gain
control of the Company without paying all stockholders a control premium.
The Rights will cause substantial dilution to a person or group that
acquires 15% or more of the Company's stock on terms not approved by the
Company's Board of Directors.  The Rights should not interfere with any
merger or other business combination approved by the Board of Directors
at any time prior to the first date that a Person or group has become an
Acquiring Person.

     The Rights Agreement specifying the terms of the Rights and the text
of the press release announcing the declaration of the Rights, are
incorporated herein by reference as exhibits to this Current Report.  The
foregoing description of the Rights is qualified in its entirety by
reference to such exhibits.

     b.   AMENDMENT TO BYLAWS:

     On March 21, 2000 the Board of Directors of the Company amended the
Company's Bylaws to require that any action of the stockholders be taken
only at an annual or special stockholders meeting, and that special
meetings may only be called by the Chairman, the President, or a majority
of the members of the Board of Directors.  In addition, the Bylaws were
amended to clarify the procedures required for stockholders to bring
business before a meeting of stockholders and to clarify the requirements
for proper notification of stockholders and directors.



Item 7.        EXHIBITS

          3. Second Amended and Restated Bylaws of the Company.

          4. Rights Agreement, dated as of March 21, 2000, between
          AutoZone, Inc. and First Chicago Trust Company of New York
          which includes the form of Certificate of Designations of the
          Series A Junior Participating Preferred Stock of AutoZone, Inc.
          as Exhibit A, the form of Right Certificate as Exhibit B and
          the Summary of Rights to Purchase Preferred Shares as Exhibit C.

          99.  Text of Press Release, dated March 21, 2000.


                                SIGNATURE

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

                              AUTOZONE, INC.



Dated:  April 10, 2000        By:  /s/ ROBERT J. HUNT
                                   -------------------------
                                   Robert J. Hunt
                                   Executive Vice President
                                   & Chief Financial Officer



                              EXHIBIT INDEX

          3. Second Amended and Restated Bylaws of the Company.

          4. Rights Agreement, dated as of March 21, 2000, between
          AutoZone, Inc. and First Chicago Trust Company of New York
          which includes the form of Certificate of Designations of the
          Series A Junior Participating Preferred Stock of AutoZone, Inc.
          as Exhibit A, the form of Right Certificate as Exhibit B and
          the Summary of Rights to Purchase Preferred Shares as Exhibit C.

          99.  Text of Press Release, dated March 21, 2000.

EX-3

EXHIBIT 3

                                  SECOND
                           AMENDED AND RESTATED
                                  BY-LAWS
                                    OF
                              AUTOZONE, INC.


                                ARTICLE I.

                                  OFFICES

           Section 1. The Corporation may have offices at such places both
within and without the State of Nevada as the Board of Directors may from
time to time determine or the business of the Corporation may require.

                                ARTICLE II.

                         MEETINGS OF STOCKHOLDERS

           Section 1. All meetings of the stockholders shall be held at any
place within or outside the State of Nevada as shall be designated from
time to time by the Board of Directors. In the absence of any such
designation, stockholders' meetings shall be held at the principal
executive office of the Corporation.

           Section 2. The annual meeting of stockholders shall be held on
such date and at such time and place as may be fixed by the Board of
Directors and stated in the notice of the meeting, for the purpose of
electing directors and for the transaction of such other business as is
properly brought before the meeting in accordance with these By-Laws.

           To be properly brought before the annual meeting, business must
be either (i) specified in the notice of annual meeting (or any supplement
or amendment thereto) given by or at the direction of the Board of
Directors, (ii) otherwise brought before the annual meeting by or at the
direction of the Board of Directors, or (iii) otherwise properly brought
before the annual meeting by a stockholder. In addition to any other
applicable requirements, for business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation. To be
timely, a stockholder's notice must be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the ninetieth (90{th}) day nor earlier than the close of
business on the one hundred twentieth (120{th}) day prior to the first
anniversary of the preceding year's annual meeting; provided, however, that
in the event that the date of the annual meeting is more than thirty (30)
days before or more than seventy (70) days after such anniversary date,
notice by the stockholder must be so delivered not earlier than the close
of business on the one hundred twentieth (120{th}) day prior to such annual
meeting and not later than the close of business on the later of the
ninetieth (90{th}) day prior to such annual meeting or the tenth (10{th})
day following the day on which public announcement of the date of such
meeting is first made by the Corporation.  In no event shall the public
announcement of an adjournment or postponement of an annual meeting
commence a new time period for the giving of a stockholder's notice as
described above.

           A stockholder's notice to the Secretary shall set forth (i) a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting,
(ii) the name and record address of the stockholder proposing such
business, (iii) the class, series and number of shares of the Corporation
which are beneficially owned by the stockholder, and (iv) any material
interest of the stockholder in such business. Notwithstanding anything in
the By-Laws to the contrary, no business shall be conducted at the annual
meeting except in accordance with the procedures set forth in this Article
II, Section 2. The officer of the Corporation presiding at an annual
meeting shall, if the facts warrant, determine and declare to the annual
meeting that business was not properly brought before the annual meeting in
accordance with the provisions of this Article II, Section 2, and if he
should so determine, he shall so declare to the annual meeting and any such
business not properly brought before the meeting shall not be transacted.
Written notice of the annual meeting stating the place, date and hour of
the annual meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten (10) nor more than sixty (60) days before
the date of the meeting.

           Section 3. The holders of a majority of the voting power of the
Corporation's stock at any meeting of stockholders, which are present in
person or represented by proxy, shall constitute a quorum for the
transaction of business except as otherwise provided by law, by the
Articles of Incorporation, or by these By-Laws. A quorum, once established,
shall not be broken by the withdrawal of enough votes to leave less than a
quorum and the votes present may continue to transact business until
adjournment. If, however, such quorum shall not be present or represented
at any meeting of the stockholders, a majority of the voting stock
represented in person or by proxy may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally notified.  If
the adjournment is for more than thirty days, or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record entitled to
vote thereat.

           Section 4. When a quorum is present at any meeting, the holders
of a majority of the voting power of the Corporation's stock present in
person or represented by proxy shall decide any question brought before
such meeting, unless the question is one upon which by express provision of
the statutes, or the Articles of Incorporation, or these By-Laws, a
different vote is required in which case such express provision shall
govern and control the decision of such question.

           Section 5. At each meeting of the stockholders, each stockholder
having the right to vote may vote in person or may authorize another person
or persons to act for him by proxy appointed in a reasonable manner as may
be permitted by law, including, without limitation, a signed writing,
telegram, facsimile, and electronic communication. All proxies must be
filed with the Secretary of the Corporation at the beginning of each
meeting in order to be counted in any vote at the meeting. Each stockholder
shall have one vote for each share of stock having voting power, registered
in his name on the books of the Corporation on the record date set by the
Board of Directors as provided in Article V, Section 6 hereof.

           Section 6. Special meetings of the stockholders, for any
purpose, or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the Chairman of the Board or
President and shall be called by the President or the Secretary at the
request in writing of a majority of the Board of Directors. Such request
shall state the purpose or purposes of the proposed meeting. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.

           Section 7. Whenever stockholders are required or permitted to
take any action at a meeting, a written notice of the meeting shall be
given which notice shall state the place, date and hour of the meeting and
the purpose or purposes for which the meeting is called. The written notice
of any meeting shall be given to each stockholder entitled to vote at such
meeting not less than ten nor more than sixty days before the date of the
meeting. If mailed, notice is given when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation.

           Section 8. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for
a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be produced and
kept at the time and place of the meeting during the whole time thereof,
and may be inspected by any stockholder who is present.

          Section 9.  Stockholders of the Corporation may only take action
at an annual or special meeting of stockholders.  Stockholders may not take
action by written consent without a meeting.


                                ARTICLE III

                                 DIRECTORS

          Section 1. Subject to any limitations in the laws of the State of
Nevada, the Articles of Incorporation or these By-Laws, the number of
directors may be changed from time to time by resolutions adopted by the
Board of Directors or the stockholders. No reduction of the number of
directors shall have the effect of removing any director prior to the
expiration of his term of office. A director need not be a stockholder of
the Corporation. Nominations of persons for election to the Board of
Directors of the Corporation at the annual meeting may be made at such
meeting by or at the direction of the Board of Directors, by any committee
or persons appointed by the Board of Directors or by any stockholder of the
Corporation entitled to vote for the election of directors at the meeting
who complies with the notice procedures set forth in this Article III,
Section 1. Such nominations by any stockholder shall be made pursuant to
timely notice in writing to the Secretary of the Corporation. To be timely,
a stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business
on the ninetieth (90{th}) day nor earlier than the close of business on the
one hundred twentieth (120{th}) day prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in the event that
the date of the annual meeting is more than thirty (30) days before or more
than seventy (70) days after such anniversary date, notice by the
stockholder must be so delivered not earlier than the close of business on
the one hundred twentieth (120{th}) day prior to such annual meeting and
not later than the close of business on the later of the ninetieth (90{th})
day prior to such annual meeting or the tenth (10{th}) day following the
day on which public announcement of the date of such meeting is first made
by the corporation. In no event shall the public announcement of an
adjournment or postponement of an annual meeting commence a new time period
for the giving of a stockholder's notice as described above.

           Such stockholder's notice to the Secretary shall set forth (i)
as to each person whom the stockholder proposes to nominate for election or
reelection as a director, (a) the name, age, business address and residence
address of the person, (b) the principal occupation or employment of the
person, (c) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the person, and (d) any other
information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to the Rules
and Regulations of the Securities and Exchange Commission under Section 14
of the Securities Exchange Act of 1934, as amended; and (ii) as to the
stockholder giving the notice (a) the name and record address of the
stockholder and (b) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the stockholder. The
Corporation may require any proposed nominee to furnish such other
information as may reasonably be required by the Corporation to determine
the eligibility of such proposed nominee to serve as a director of the
Corporation. No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth
herein. The officer of the Corporation presiding at an annual meeting
shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the foregoing procedure, and if
he should so determine, he shall so declare to the meeting and the
defective nomination shall be disregarded. The directors shall be elected
at the annual meeting of the stockholders, except as provided in Section 2
of this Article III, and each director elected shall hold office until his
successor is elected and qualified; provided, however, that unless
otherwise restricted by the Articles of Incorporation or law, any director
or the entire Board of Directors may be removed, either with or without
cause, from the Board of Directors at any meeting of stockholders by the
holders of two-thirds of the voting power of the Corporation's stock.

           Section 2. Vacancies on the Board of Directors by reason of
death, resignation, retirement, disqualification, removal from office, or
otherwise, and newly created directorships resulting from any increase in
the authorized number of directors may be filled by a majority of the
directors then in office, although less than a quorum, or by a sole
remaining director. The directors so chosen shall hold office until the
next annual election of directors and until their successors are duly
elected and shall qualify, unless sooner displaced. If there are no
directors in office, then an election of directors may be held in the
manner provided by statute. If, at the time of filling any vacancy or any
newly created directorship, the directors then in office shall constitute
less than a majority of the whole Board (as constituted immediately prior
to any such increase), any stockholder or stockholders holding at least ten
percent of the voting power of the Corporation's stock may summarily order
an election to be held to fill any such vacancies or newly created
directorships, or to replace the directors chosen by the directors then in
office.

           Section 3. The property and business of the Corporation shall be
managed by or under the direction of its Board of Directors. In addition to
the powers and authorities by these By-Laws expressly conferred upon them,
the Board may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Articles of
Incorporation or by these By-Laws directed or required to be exercised or
done by the stockholders.

                    MEETINGS OF THE BOARD OF DIRECTORS

           Section 4. The directors may hold their meetings and have one or
more offices, and keep the books of the Corporation outside of the State of
Nevada.

           Section 5. Regular meetings of the Board of Directors may be
held without notice at such time and place as shall from time to time be
determined by the Board.

           Section 6. Special meetings of the Board of Directors may be
called by the President on twenty-four hours' notice to each director,
either personally, by telephone, by facsimile, by mail or by telegram;
special meetings shall be called by the President or the Secretary in like
manner and on like notice on the written request of two directors unless
the Board consists of only one director; in which case special meetings
shall be called by the President or Secretary in like manner or on like
notice on the written request of the sole director.

           Section 7. At all meetings of the Board of Directors a majority
of the authorized number of directors shall be necessary and sufficient to
constitute a quorum for the transaction of business, and the vote of a
majority of the directors present at any meeting at which there is a
quorum, shall be the act of the Board of Directors, except as may be
otherwise specifically provided by statute, by the Articles of
Incorporation or by these By-Laws. If a quorum shall not be present at any
meeting of the Board of Directors the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present. If only one director is
authorized, such sole director shall constitute a quorum.

           Section 8. Unless otherwise restricted by the Articles of
Incorporation or these By-Laws, any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board or committee,
as the case may be, consent thereto in writing, and the writing or writings
are filed with the minutes of proceedings of the Board or committee.

           Section 9. Unless otherwise restricted by the Articles of
Incorporation or these By-Laws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors, or any committee, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in
a meeting shall constitute presence in person at such meeting.


                          COMMITTEES OF DIRECTORS

           Section 10. The Board of Directors may, by resolution passed by
a majority of the whole Board, designate one or more committees, each such
committee to consist of one or more of the directors of the Corporation.
The Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting
of the committee. In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at
the meeting in the place of any such absent or disqualified member. Any
such committee, to the extent provided in the resolution of the Board of
Directors, shall have and may exercise all the powers of the Board of
Directors in the management of the business and affairs of the Corporation,
and may authorize the seal of the Corporation to be affixed to all papers
which may require it; but no such committee shall have the power in
reference to amending the Articles of Incorporation (except that a
committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the Board of
Directors, fix the designations and any of the preferences or rights of
such shares relating to dividends, redemption, dissolution, any
distribution of assets of the Corporation or the conversion into, or the
exchange of such shares for, shares of any other class or classes or any
other series of the same or any other class or classes of stock of the
Corporation or fix the number of shares of any series of stock or authorize
the increase or decrease of the shares of any series), adopting an
agreement of merger or consolidation, recommending to the stockholders the
sale, lease or exchange of all or substantially all of the Corporation's
property and assets, recommending to the stockholders a dissolution of the
Corporation or a revocation of a dissolution, or amending the By-Laws of
the Corporation; and, unless the resolution, By-Laws, or the Articles of
Incorporation expressly so provide, no such committee shall have the power
or authority to declare a dividend to authorize the issuance of stock, or
to adopt Articles of Merger.

           Section 11. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.


                         COMPENSATION OF DIRECTORS

           Section 12. Unless otherwise restricted by the Articles of
Incorporation or these By-Laws, the Board of Directors shall have the
authority to fix the compensation of directors. The directors may be paid
their expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as director. No such payment shall
preclude any director from serving the Corporation in any other capacity
and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee
meetings.


                              INDEMNIFICATION

           Section 13. (a) The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the right of the
Corporation, by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of another
Corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with the
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, does not, of itself,
create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

           (b) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another Corporation, partnership, joint venture, trust or other enterprise
against expenses, including amounts paid in settlement and attorneys' fees
actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Corporation. Indemnification shall not be made for any claim, issue or
matter as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to
the Corporation or for amounts paid in settlement to the Corporation unless
and only to the extent that the court in which such action or suit was
brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person
is fairly and reasonably entitled to indemnity for such expenses as the
court deems proper.

          (c) To the extent that a director, officer, employee or agent of
the Corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in paragraphs (a) and (b), or
in defense of any claim, issue or matter therein, he must be indemnified by
the Corporation against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.

          (d) Any indemnification under paragraphs (a) and (b), unless
ordered by a court shall be made by the Corporation only as authorized in
the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination shall be made (1) by the holders of a majority of the voting
power of the corporation's stock, (2) by the Board of Directors by majority
vote of a quorum consisting of directors who were not parties to the act,
suit or proceeding, (3) if a majority vote of a quorum consisting of
directors who are not parties to the act, suit or proceeding so order, by
independent legal counsel in a written opinion, or (4) if a quorum
consisting of directors who were not parties to the act, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion.

          (e) Expenses incurred by an officer or director in defending a
civil or criminal action, suit or proceeding may be paid by the Corporation
in advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Section
13. Such expenses incurred by other employees and agents may be so paid
upon such terms and conditions, if any, as the Board of Directors deems
appropriate.

          (f) The indemnification and advancement of expenses authorized in
or ordered by a court pursuant to the other paragraphs of this Section 13,
(i) does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any By-
Law, agreement, vote of stockholders or disinterested directors or
otherwise, for either an action in his official capacity or an action in
another capacity while holding his office except that indemnification,
unless ordered by a court pursuant to paragraph (b) or for the advancement
of expenses made pursuant to paragraph (e), may not be made to or on behalf
of any director or officer if a final adjudication establishes that his
acts or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action; and (ii)
continues for a person who has ceased to be a director, officer, employee
or agent and inures to the benefit of the heirs, executors and
administrators of such a person. If a claim for indemnification or payment
of expenses under this Section 13 is not paid in full within ninety (90)
days after a written claim therefor has been received by the Corporation,
the claimant may file suit to recover the unpaid amount of such claim and,
if successful in whole or in part, shall be entitled to be paid the expense
of prosecuting such claim. In any such action the Corporation shall have
the burden of proving that the claimant was not entitled to the requested
indemnification or payment of expenses under applicable law.

          (g) The Board of Directors may authorize, by a vote of a majority
of a quorum of the Board of Directors, the Corporation to purchase and
maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another Corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability
under the provisions of this Section 13.

          (h) The Board of Directors may authorize the Corporation to enter
into a contract with any person who is or was a director, officer, employee
or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
partnership, joint venture, trust or other enterprise providing for
indemnification rights equivalent to or, if the Board of Directors so
determines, greater than those provided for in this Section 13.

          (i) For the purposes of this Section 13, references to "the
Corporation" shall include, in addition to the resulting Corporation, any
constituent Corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its directors,
officers, and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent Corporation, or is
or was serving at the request of such constituent Corporation as a
director, officer, employee or agent of another Corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position
under the provisions of this Section with respect to the resulting or
surviving Corporation as he would have with respect to such constituent
Corporation if its separate existence had continued.

          (j) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and references to "serving at the request of the
Corporation" shall include service as a director, officer, employee or
agent of the Corporation which imposes duties on, or involves services by,
such director, officer, employee or agent with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in
good faith and in a manner he reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
Corporation" as referred to in this section.


                                ARTICLE IV.

                                 OFFICERS

           Section 1. The officers of this Corporation shall be chosen by
the Board of Directors and shall include a President, a Secretary and a
Treasurer. The Corporation may also have at the discretion of the Board of
Directors such other officers as are desired, including a Chairman of the
Board, one or more Vice Presidents, one or more Assistant Secretaries and
Assistant Treasurers, and such other officers as may be appointed in
accordance with the provisions of Section 3 hereof. In the event there are
two or more Vice Presidents, then one or more may be designated as
Executive Vice President, Senior Vice President, or other similar or
dissimilar title. At the time of the election of officers, the directors
may by resolution determine the order of their rank. Any number of offices
may be held by the same person, unless the Articles of Incorporation or
these By-Laws otherwise provide.

           Section 2. The Board of Directors, at its first meeting after
each annual meeting of stockholders, shall choose the officers of the
Corporation.

           Section 3. The Board of Directors may appoint such other
officers and agents as it shall deem necessary who shall hold their offices
for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board.

           Section 4. The salaries of all officers and agents of the
Corporation shall be fixed by the Board of Directors.

           Section 5. The officers of the Corporation shall hold office
until their successors are chosen and qualify in their stead. Any officer
elected or appointed by the Board of Directors may be removed at any time
by the affirmative vote of a majority of the Board of Directors. If the
office of any officer or officers becomes vacant for any reason, the
vacancy shall be filled by the Board of Directors.

                           CHAIRMAN OF THE BOARD

           Section 6. The Chairman of the Board, if such an officer be
elected, shall, if present, preside at all meetings of the Board of
Directors and exercise and perform such other powers and duties as may be
from time to time assigned to him by the Board of Directors or prescribed
by these By-Laws. The Chairman of the Board shall in addition be the Chief
Executive Officer of the Corporation and shall have the powers and duties
prescribed in Section 7 of this Article IV, if no such officer is elected.


                          CHIEF EXECUTIVE OFFICER

           Section 7. Subject to such supervisory powers, if any, as may be
given by the Board of Directors to the Chairman of the Board, if there be
such an officer, the Chief Executive Officer shall, subject to the control
of the Board of Directors, have general supervision, direction and control
of the business and officers of the Corporation. He shall preside at all
meetings of the Stockholders and, if there is no Chairman of the Board, at
all meetings of the Board of Directors. He shall be an ex-officio member of
all committees and shall have the general powers and duties of management
usually vested in the office of Chief Executive Officer of corporations,
and shall have such other powers and duties as may be prescribed by the
Board of Directors or these By-Laws.


                                 PRESIDENT

           Section 8. In the absence or disability of the Chief Executive
Officer, the President shall perform all duties of the Chief Executive
Officer, and when so acting shall have all the powers of and be subject to
all the restrictions upon the Chief Executive Officer.  He shall be an ex-
officio member of all committees and shall have the general powers and
duties of management usually vested in the office of President of
corporations, and shall have such other powers and duties as may be
prescribed by the Board of Directors or these By-Laws.

                              VICE PRESIDENTS

           Section 9. In the absence or disability of the President, the
Vice Presidents in order of their rank as fixed by the Board of Directors,
or if not ranked, the Vice President designated by the Board of Directors,
shall perform all the duties of the President, and when so acting shall
have all the powers of and be subject to all the restrictions upon the
President. The Vice Presidents shall have such other duties as from time to
time may be prescribed for them, respectively, by the Board of Directors.

                     SECRETARY AND ASSISTANT SECRETARY

           Section 10. The Secretary shall attend all sessions of the Board
of Directors and all meetings of the stockholders and record all votes and
the minutes of all proceedings in a book to be kept for that purpose; and
shall perform like duties for the standing committees when required by the
Board of Directors. The Secretary shall give, or cause to be given, notice
of all meetings of the stockholders and of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of
Directors or these By-Laws. The Secretary shall keep in safe custody the
seal of the Corporation, and affix the same to any instrument requiring it,
and when so affixed it shall be attested by his signature or by the
signature of an Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation
and to attest the affixing by his signature.

           Section 11. The Assistant Secretary, or if there be more than
one, the Assistant Secretaries in the order determined by the Board of
Directors, or if there be no such determination, the Assistant Secretary
designated by the Board of Directors, shall, in the absence or disability
of the Secretary perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.


                     TREASURER AND ASSISTANT TREASURER

           Section 12. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys, and other valuable effects in the name and to the
credit of the Corporation, in such depositories as may be designated by the
Board of Directors. He shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all his
transactions as Treasurer and of the financial condition of the
Corporation. If required by the Board of Directors, he shall give the
Corporation a bond, in such sum and with such surety or sureties as shall
be satisfactory to the Board of Directors, for the faithful performance of
the duties of his office and for the restoration to the Corporation, in
case of his death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in his
possession or under his control belonging to the Corporation.

           Section 13. The Assistant Treasurer, or if there shall be more
than one, the Assistant Treasurers in the order determined by the Board of
Directors, or if there be no such determination, the Assistant Treasurer
designated by the Board of Directors, shall, in the absence or disability
of the Treasurer, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.


                                ARTICLE V.

                           CERTIFICATES OF STOCK

           Section 1. Every holder of stock of the Corporation shall be
entitled to have a certificate signed by, or in the name of the Corporation
by, the Chairman or Vice Chairman of the Board of Directors, or the
President or a Vice President, and by the Secretary or an Assistant
Secretary, or the Treasurer or an Assistant Treasurer of the Corporation,
certifying the number of shares represented by the certificate owned by
such stockholder in the Corporation.

           Section 2 Any or all of the signatures on the certificate may be
a facsimile. In case any officer, transfer agent, or registrar who has
signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent, or registrar before
such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent, or registrar at the
date of issue.

           Section 3. If the Corporation shall be authorized to issue more
than one class of stock or more than one series of any class, the voting
powers, designations, preferences, limitations, restrictions and relative
rights of each class of stock or series thereof and the qualification,
limitations or restrictions of such preferences and/or rights shall be set
forth in full or summarized on the face or back of the certificate which
the Corporation shall issue to represent such class or series of stock,
provided that, except as otherwise provided in section 78.195 of the
Revised Nevada Statutes, in lieu of the foregoing requirements, there may
be set forth on the face or back of the certificate which the Corporation
shall issue a statement setting forth the office or agency of the
Corporation from which the stockholders may obtain a copy of a statement
setting forth in full or summarizing the voting powers, designations,
preferences, limitations, restrictions and relative rights of each class of
stock or series thereof that the Corporation will furnish without charge to
each stockholder who so requests.


                  LOST, STOLEN OR DESTROYED CERTIFICATES

           Section 4. The Board of Directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to advertise the
same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may
be made against the Corporation with respect to the certificate alleged to
have been lost, stolen or destroyed.


                            TRANSFERS OF STOCK

           Section 5. Upon surrender to the Corporation, or the transfer
agent of the Corporation, of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

                            FIXING RECORD DATE

           Section 6. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of the
stockholders, or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights,
or entitled to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action, the Board
of Directors may fix a record date which shall not be more than sixty nor
less than ten days before the date of such meeting, nor more than sixty
days prior to any other action. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.


                          REGISTERED STOCKHOLDERS

           Section 7. The Corporation shall be entitled to treat the holder
of record of any share or shares of stock as the holder in fact thereof and
accordingly shall not be bound to recognize any equitable or other claim or
interest in such share on the part of any other person, whether or not it
shall have express or other notice thereof, save as expressly provided by
the laws of the State of Nevada.

                                ARTICLE VI.

                            GENERAL PROVISIONS

                               DISTRIBUTIONS

           Section 1. Distributions upon the capital stock of the
Corporation, subject to the provisions of the Articles of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law.

           Section 2. Before payment of any distribution there may be set
aside out of any funds of the Corporation available for distributions such
sum or sums as the directors from time to time, in their absolute
discretion, think proper as a reserve fund to meet contingencies, or for
equalizing distributions, or for repairing or maintaining any property of
the Corporation, or for such other purpose as the directors shall think
conducive to the interests of the Corporation, and the directors may
abolish any such reserve.

                                  CHECKS

           Section 3. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers, or such other
persons, as the Board of Directors may from time to time designate.

                                FISCAL YEAR

           Section 4. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

                                   SEAL

           Section 5. The corporate seal shall have inscribed thereon the
name of the Corporation and the words "Corporate Seal, Nevada". Said seal
may be used by causing it or a facsimile thereof to be impressed or affixed
or reproduced or otherwise.

                                  NOTICES

           Section 6. Whenever, under the provisions of the statutes or of
the Articles of Incorporation or of these By-Laws, notice is required to be
given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in any manner as may be
permitted by law reasonably intended to give actual notice, to such
address, physical or electronic, as appears on the records of the
Corporation, with any required postage prepaid,.  Notice to any director
may be by any reasonable means, including, without limitation, mail,
personal delivery, facsimile, or electronic communication. All notices
shall be deemed given when sent.

           Section 7. Whenever any notice is required to be given under the
provisions of the statutes or of the Articles of Incorporation or of these
By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein,
shall be deemed equivalent thereto.

                               ARTICLE VII.

                                AMENDMENTS

          Section 1. Except as otherwise restricted in the Articles of
Incorporation or these By-Laws:

          (a) Any provision of these By-Laws may be altered, amended or
repealed at the annual or any regular meeting of the Board of Directors
without prior notice, or at any special meeting of the Board of Directors
if notice of such alteration or repeal be contained in the notice of such
special meeting.

          (b) These By-Laws may also be altered, amended or repealed at a
duly convened meeting of the stockholders by the affirmative vote of the
holders of a majority of the voting power of the Corporation's stock. The
stockholders may provide by resolution that any By-law provision repealed,
 amended, adopted or altered by them may not be repealed, amended, adopted
 or altered by the Board of Directors.

EX-4

EXHIBIT 4

                               AutoZone, Inc.
                                   and
                   First Chicago Trust Company of New York
                            as Rights Agent



                              Rights Agreement
                         Dated as of March 21, 2000


                              RIGHTS AGREEMENT
	Rights Agreement, dated as of March 21, 2000, between
AutoZone, Inc., a Nevada corporation (the "Company"), and First
Chicago Trust Company of New York, a New York corporation, as Rights
Agent (the "Rights Agent").

                                  RECITALS

 	WHEREAS, on March 21, 2000, the Board of Directors of the
Company adopted this Agreement, and has authorized and declared a
dividend of one preferred share purchase right (a "Right") for each
Common Share (as defined in Section 1.6) of the Company outstanding at
the close of business on April 14, 2000 (the "Record Date") and has
authorized and directed the issuance of one Right (subject to
adjustment as provided herein) with respect to each Common Share that
shall become outstanding between the Record Date and the earliest of
the Distribution Date and the Expiration Date (as such terms are
defined in Sections 3.1 and 7.1), each Right initially representing
the right to purchase one one-thousandth (subject to adjustment) of a
share of Series A Junior Participating Preferred Stock (the "Preferred
Shares") of the Company having the rights, powers and preferences set
forth in the form of Certificate of Designation attached hereto as
Exhibit A, upon the terms and subject to the conditions hereinafter
set forth provided, however, that Rights may be issued with respect to
Common Shares that shall become outstanding after the Distribution
Date and prior to the Expiration Date in accordance with Section 22.

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

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

	1.1 "Acquiring Person" shall mean any Person (as such term
is hereinafter defined) who or which, together with all Affiliates and
Associates (as such terms are hereinafter defined) of such Person,
shall be the Beneficial Owner (as such term is hereinafter defined) of
15% or more of the Common Shares of the Company then outstanding but
shall not include (i) an Exempt Person (as such term is hereinafter
defined) or (ii) if, as of the date hereof, any Person is the
Beneficial Owner of 15% or more of the Common Shares outstanding (an
"Existing Holder"), such Existing Holder shall not be or become an
"Acquiring Person" unless and until such time as such Existing Holder
shall become the Beneficial Owner of one or more additional Common
Shares of the Company (other than (a) shares received pursuant to a dividend
or distribution paid or made by the Company on the outstanding Common
Shares in Common Shares, (b) shares received pursuant to a split or subdivision
of the outstanding Common Shares, (c) shares received by a director of
the Company pursuant to the AutoZone, Inc. Amended and Restated Director
Compensation Plan or other similar plan, as amended from time to time,
or (d) shares issued to a director of the Company upon exercise of options
granted pursuant to the AutoZone, Inc. Amended and Restated 1998 Director
Stock Option Plan or other similar plan, as amended from time to time),
unless, upon becoming the Beneficial Owner of such additional Common Shares,
such Existing Holder is not then the Beneficial Owner of 15% or more of the
Common Shares then outstanding. Notwithstanding the foregoing, no Person
shall become an "Acquiring Person" as the result of an acquisition of
Common Shares by the Company which, by reducing the number of shares
outstanding, increases the proportionate number of shares beneficially owned
by such Person to 15% or more of the Common Shares of the Company then
outstanding; provided, however, that if a Person shall become the Beneficial
Owner of 15% or more of the Common Shares of the Company then outstanding
solely by reason of share purchases by the Company and shall, after
such share purchases by the Company, become the Beneficial Owner of
one or more additional Common Shares of the Company (other than (a) shares
received pursuant to a dividend or distribution paid or made by the Company on
the outstanding Common Shares in Common Shares, (b) shares received pursuant
to a split or subdivision of the outstanding Common Shares, (c) shares
received by a director of the Company pursuant to the AutoZone, Inc. Amended
and Restated Director Compensation Plan, as amended, or (d) shares issued to
a director of the Company upon exercise of options granted pursuant to the
AutoZone, Inc. Amended and Restated 1998 Director Stock Option Plan, as
amended), then such Person shall be deemed to be an "Acquiring Person" unless
upon becoming the Beneficial Owner of such additional shares of Common Stock
such Person does not beneficially own 15% or more of the shares of Common Stock
then outstanding.  Notwithstanding the foregoing, if the Board of
Directors of the Company determines in good faith that a Person who
would otherwise be an "Acquiring Person," as defined pursuant to the
foregoing provisions of this Section 1.1, has become such
inadvertently (including, without limitation, because (A) such Person
was unaware that it beneficially owned a percentage of Common Stock
that would otherwise cause such Person to be an "Acquiring Person" or
(B) such Person was aware of the extent of its Beneficial Ownership of
Common Stock but had no actual knowledge of the consequences of such
Beneficial Ownership under this Agreement), and without any intention
of changing or influencing control of the Company, and such Person
divests as promptly as practicable a sufficient number of Common
Shares so that such Person would no longer be an Acquiring Person, as
defined pursuant to the foregoing provisions of this Section 1.1, then
such Person shall not be deemed to be or have become an "Acquiring
Person" at any time for any purposes of this Agreement.  For all
purposes of this Agreement, any calculation of the number of Common
Shares outstanding at any particular time, including for purposes of
determining the particular percentage of such outstanding Common
Shares of which any Person is the Beneficial Owner, shall be made in
accordance with the last sentence of Rule 13d-3(d)(1)(i) 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.

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

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

		(i) which such Person or any of such Person's
Affiliates or Associates beneficially owns, directly or indirectly (as
determined pursuant to Rule 13d-3 of the General Rules and Regulations
under the Exchange Act as in effect on the date of this Agreement);

		(ii) which such Person or any of such Person's
Affiliates or Associates, directly or indirectly, has (A) the right to
acquire (whether such right is exercisable immediately, or only after
the passage of time, compliance with regulatory requirements,
fulfillment of a condition or otherwise) pursuant to any agreement,
arrangement or understanding, whether or not in writing (other than
customary agreements with and between underwriters and selling group
members with respect to a bona fide public offering of securities), or
upon the exercise of conversion rights, exchange rights, rights,
warrants or options, or otherwise; provided, however, that a Person
shall not be deemed the Beneficial Owner of, or to beneficially own,
(w) securities tendered pursuant to a tender or exchange offer made by
or on behalf of such Person or any of such Person's Affiliates or
Associates until such tendered securities are accepted for purchase or
exchange, (x) securities which such Person has a right to acquire upon
the exercise of Rights at any time prior to the time that any Person
becomes an Acquiring Person, (y) securities issuable upon the exercise
of Rights from and after the time that any Person becomes an Acquiring
Person if such Rights were acquired by such Person or any of such
Person's Affiliates or Associates prior to the Distribution Date or
pursuant to Section 3.1 or Section 22 ("Original Rights") or pursuant
to Section 11.9 or Section 11.15 with respect to an adjustment to
Original Rights or (z) securities which such Person or any of such
Person's Affiliates or Associates may acquire, does or do acquire or
may be deemed to acquire or may be deemed to have the right to
acquire, pursuant to any merger or other acquisition agreement between
the Company and such Person (or one or more of such Person's
Affiliates or Associates) if prior to such Person becoming an
Acquiring Person the Board of Directors of the Company has approved
such agreement and determined that such Person shall not be or be
deemed to be the beneficial owner of such securities within the
meaning of this Section 1.3.; or (B) the right to vote 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 clause
(B) if the agreement, arrangement or understanding to vote such
security (1) arises solely from a revocable proxy or consent given to
such Person in response to a public proxy or consent solicitation made
pursuant to, and in accordance with, the applicable rules and
regulations of the Exchange Act and (2) is not also then reportable on
Schedule 13D under the Exchange Act (or any comparable or successor
report); or

		(iii) which are beneficially owned, directly or
indirectly, by any other Person (or any Affiliate or Associate
thereof) and with respect to which such Person or any of such Person's
Affiliates or Associates has any agreement, arrangement or
understanding (other than customary agreements with and between
underwriters and selling group members with respect to a bona fide
public offering of securities), whether or not in writing, for the
purpose of acquiring, holding, voting (except pursuant to a revocable
proxy or consent as described in the proviso to Section 1.3(ii)(B)) or
disposing of any securities of the Company;
provided, however, that no Person who is an officer, director or
employee of an Exempt Person shall be deemed, solely by reason of such
Person's status or authority as such, to be the "Beneficial Owner" of,
to have "Beneficial Ownership" of or to "beneficially own" any
securities that are "beneficially owned" (as defined in this
Section 1.3), including, without limitation, in a fiduciary capacity,
by an Exempt Person or by any other such officer, director or employee
of an Exempt Person.

	1.4 "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.

	1.5 "close of business" on any given date shall mean 5:00
p.m., New York time, on such date; provided, however, that if such
date is not a Business Day it shall mean 5:00 p.m., New York time, on
the next succeeding Business Day.

	1.6 "Common Shares" when used with reference to the
Company shall mean the shares of common stock, par value $.01 per
share, of the Company.  "Common Shares" when used with reference to
any Person other than the Company shall mean the capital stock with
the greatest voting power, or the equity securities or other equity
interest having power to control or direct the management, of such
other Person or, if such Person is a Subsidiary (as such term is
hereinafter defined) of another Person, the Person or Persons which
ultimately control such first-mentioned Person, and which has issued
and outstanding such capital stock, equity securities or equity
interest.

	1.7 "Exempt Person" shall mean the Company, any Subsidiary
of the Company, in each case including, without limitation, its
fiduciary capacity, or any employee benefit plan of the Company or of
any Subsidiary of the Company or any entity or trustee holding shares
of capital stock of the Company for or pursuant to the terms of any
such plan, or for the purpose of funding other employee benefits for
employees of the Company or any Subsidiary of the Company.
1.8 "Person" shall mean any individual, partnership, joint
venture, limited liability company, firm, corporation, unincorporated
association, trust or other entity, and shall include any successor
(by merger or otherwise) of such entity.
1.9 "Shares Acquisition Date" shall mean the first date of
public announcement (which, for purposes of this definition, shall
include, without limitation, the filing of a report pursuant to
Section 13(d) of the Exchange Act or pursuant to a comparable
successor statute) by the Company or an Acquiring Person that an
Acquiring Person has become such or that discloses information which
reveals the existence of an Acquiring Person or such earlier date as a
majority of the Board of Directors shall become aware of the existence
of an Acquiring Person.
1.10 "Subsidiary" of any Person shall mean any corporation
or other entity of which a majority of the voting power of the voting
equity securities or equity interests is owned, of record or
beneficially, directly or indirectly, by such Person.
1.11 A "Trigger Event" shall be deemed to have occurred
upon any Person becoming an Acquiring Person.
1.12 The following terms shall have the meanings defined
for such terms in the Sections set forth below:


             	Term   						Section
			----							-------
			Adjustment Shares        		11.1.2
			common stock equivalent   		11.1.3
			Company						Recitals
			current per share market price	11.4
			Current Value            		11.1.3
			Distribution Date    			3.1
			equivalent preferred stock 		11.2
			Exchange Act 					1.1
			Exchange Consideration			27
			Existing Holder				1.1
			Expiration Date				7.1
			Final Expiration Date			7.1
			Nasdaq						9
			Original Rights 				1.3
			Preferred Shares				Recitals
			Principal Party				13.2
			Purchase Price					4
			Record Date					Recitals
			Redemption Date				7.1
			Redemption Price				23.1
			Right						Recitals
			Right Certificate				3.1
			Rights Agent					Recitals
			Security						11.4
			Spread						11.1.3
			Substitution Period				11.1.3
			Summary of Rights				3.2
			Trading Day					11.4

	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, shall prior
to the Distribution Date also be the holders of the Common Shares) in
accordance with the terms and conditions hereof, and the Rights Agent
hereby accepts such appointment.  The Company may from time to time
appoint such co-Rights Agents as it may deem necessary or desirable
upon ten (10) days prior written notice to the Rights Agent.  The
Rights Agent shall have no duty to supervise and shall in no event be
liable for the acts or omission of any such co-Rights Agent.  In the
event the Company appoints one or more co-Rights Agents, the
respective duties of the Rights Agent and any co-Rights Agent shall be
as the Company shall determine.

	3 Issuance of Right Certificates.

	3.1 Rights Evidenced by Share Certificates.  Until the
earlier of (i) the tenth day after the Shares Acquisition Date or
(ii) the tenth Business Day after the date of the commencement of, or
first public announcement of the intent of any Person (other than an
Exempt Person) to commence, a tender or exchange offer the
consummation of which would result in any Person (other than an Exempt
Person) becoming the Beneficial Owner of Common Shares aggregating 15%
or more of the then outstanding Common Shares of the Company (the
earlier of (i) and (ii) being herein referred to as the "Distribution
Date"), (x) the Rights (unless earlier expired, redeemed or
terminated) will be evidenced (subject to the provisions of
Section 3.2) by the certificates for Common Shares registered in the
names of the holders thereof (which certificates for Common Shares
shall also be deemed to be Right Certificates) and not by separate
certificates, and (y) the Rights (and the right to receive
certificates therefor) will be transferable only in connection with
the transfer of the underlying Common Shares.  The preceding sentence
notwithstanding, prior to the occurrence of a Distribution Date
specified as a result of an event described in clause (ii) (or such
later Distribution Date as the Board of Directors of the Company may
select pursuant to this sentence), the Board of Directors may
postpone, one or more times, the Distribution Date which would occur
as a result of an event described in clause (ii) beyond the date set
forth in such clause (ii).  Nothing herein shall permit such a
postponement of a Distribution Date after a Person becomes an
Acquiring Person.  As soon as practicable after the Distribution Date,
the Company will prepare and execute, the Rights Agent will
countersign and the Company (or, if requested, the Rights Agent) will
send, by first-class, postage-prepaid mail, to each record holder of
Common Shares as of the close of business on the Distribution Date
(other than any Acquiring Person or any Associate or Affiliate of an
Acquiring Person), at the address of such holder shown on the records
of the Company, one or more certificates for Rights, in substantially
the form of Exhibit B hereto (a "Right Certificate"), evidencing one
Right (subject to adjustment as provided herein) for each Common Share
so held.  As of the Distribution Date, the Rights will be evidenced
solely by such Right Certificates.

	3.2 Summary of Rights.  On the Record Date or as soon as
practicable thereafter, the Company will send or cause to be sent a
copy of a Summary of Rights to Purchase Preferred Shares, in
substantially the form attached hereto as Exhibit C (the "Summary of
Rights"), by first-class, postage-prepaid mail, to each record holder
of Common Shares as of the close of business on the Record Date at the
address of such holder shown on the records of the Company.  With
respect to certificates for Common Shares outstanding as of the close
of business on the Record Date, until the Distribution Date (or the
earlier Expiration Date), the Rights will be evidenced by such
certificates for Common Shares registered in the names of the holders
thereof together with a copy of the Summary of Rights and the
registered holders of the Common Shares shall also be registered
holders of the associated Rights.  Until the Distribution Date (or the
earlier Expiration Date), the surrender for transfer of any
certificate for Common Shares outstanding at the close of business on
the Record Date, with or without a copy of the Summary of Rights,
shall also constitute the transfer of the Rights associated with the
Common Shares represented thereby.

	3.3 New Certificates After Record Date.  Certificates for
Common Shares which become outstanding (whether upon issuance out of
authorized but unissued Common Shares, disposition out of treasury or
transfer or exchange of outstanding Common Shares) after the Record
Date but prior to the earliest of the Distribution Date or the
Expiration Date, shall have impressed, printed, stamped, written or
otherwise affixed onto them the following legend:

		This certificate also evidences and entitles the holder
		hereof to certain rights as set forth in an Agreement
		between AutoZone, Inc. (the "Company") and First Chicago
		Trust Company of New York, as Rights Agent, dated as of
		March 21, 2000, as the same may be amended from time to time
		(the "Agreement"), the terms of which are hereby
		incorporated herein by reference and a copy of which is on
		file at the principal executive offices of the Company.
		Under certain circumstances, as set forth in the Agreement,
		such Rights will be evidenced by separate certificates and
		will no longer be evidenced by this certificate.  The
		Company will mail to the holder of this certificate a copy
		of the Agreement without charge after receipt of a written
		request therefor.  As described in the Agreement, Rights
					    -------------------------------------
		which are owned by, transferred to or have been owned by
          --------------------------------------------------------
		Acquiring Persons or Associates or Affiliates thereof (as
          ---------------------------------------------------------
		defined in the Agreement) shall become null and void and
          --------------------------------------------------------
		will no longer be transferable.
		-------------------------------

With respect to such certificates containing the foregoing legend,
until the Distribution Date (or the earlier Expiration Date), the
Rights associated with the Common Shares represented by such
certificates shall be evidenced by such certificates alone, and the
surrender for transfer of any such certificates, except as otherwise
provided herein, shall also constitute the transfer of the Rights
associated with the Common Shares represented thereby.  In the event
that the Company purchases or acquires any Common Shares after the
Record Date but prior to the Distribution Date, any Rights associated
with such Common Shares shall be deemed canceled and retired so that
the Company shall not be entitled to exercise any Rights associated
with the Common Shares which are no longer outstanding.

	Notwithstanding this Section 3.3, the omission of a legend
shall not affect the enforceability of any part of this Agreement or
the rights of any holder of the Rights.

	4 Form of Right Certificates.  The Right Certificates
(and the forms of election to purchase shares, certification and
assignment to be printed on the reverse thereof) shall be
substantially the same as Exhibit B hereto and may have such marks of
identification or designation and such legends, summaries or
endorsements printed thereon as the Company may deem appropriate and
as are not inconsistent with the provisions of this Agreement, or as
may be required to comply with any applicable law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
stock exchange or trading system on which the Rights may from time to
time be listed or quoted, or to conform to usage.  Subject to the
terms and conditions hereof, the Right Certificates, whenever issued,
shall be dated as of the Record Date, and shall show the date of
countersignature by the Rights Agent, and on their face shall entitle
the holders thereof to purchase such number of one one-thousandths of
a Preferred Share as shall be set forth therein at the price per one
one-thousandth of a Preferred Share set forth therein (the "Purchase
Price"), but the number of such one one-thousandths of a Preferred
Share and the Purchase Price shall be subject to adjustment as
provided herein.

	5 Countersignature and Registration. The Right
Certificates shall be executed on behalf of the Company by its
Chairman of the Board of Directors, the Chief Executive Officer,
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 any
Assistant Secretary of the Company, either manually or by facsimile
signature.  The Right Certificates shall be countersigned, either
manually or by facsimile signature, by an authorized signatory of the
Rights Agent, but it shall not be necessary for the same signatory to
countersign all of the Right Certificates hereunder.  No Right
Certificate shall be valid for any purpose unless so countersigned.
In case any officer of the Company who shall have signed any of the
Right Certificates shall cease to be such officer of the Company
before countersignature by the Rights Agent and issuance and delivery
by the Company, such Right Certificates, nevertheless, may be
countersigned by the Rights Agent, and issued and delivered by the
Company with the same force and effect as though the person who signed
such Right Certificates had not ceased to be such officer of the
Company; and any Right Certificate may be signed on behalf of the
Company by any person who, at the actual date of the execution of such
Right Certificate, shall be a proper officer of the Company to sign
such Right Certificate, although at the date of the execution of this
Agreement any such person was not such an officer.

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

	6 Transfer, Split Up, Combination and Exchange of Right
Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates.
 Subject to the provisions of Section 11.1.2 and Section 14, 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 have become void pursuant to Section 11.1.2
or that have been exchanged pursuant to Section 27) may be
transferred, split up or combined or exchanged for another Right
Certificate or Right Certificates, entitling the registered holder to
purchase a like number of one one-thousandths of a Preferred Share as
the Right Certificate or Right Certificates surrendered then entitled
such holder to purchase.  Any registered holder desiring to transfer,
split up or combine or exchange any Right Certificate shall make such
request in writing delivered to the Rights Agent, and shall surrender,
together with any required form of assignment and certificate duly
completed, the Right Certificate or Right Certificates to be
transferred, split up or combined or exchanged at the office 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 or
Right Certificates 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 or Right Certificates 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 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 from the holders of
Right Certificates of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any
transfer, split up or combination or exchange of such Right
Certificates.

	Subject to the provisions of Section 11.1.2 , at any time
after the Distribution Date and prior to the Expiration Date, upon
receipt by the Company and the Rights Agent of evidence reasonably
satisfactory to them of the loss, theft, destruction or mutilation of
a Right Certificate, and, in case of loss, theft or destruction, of
indemnity or security reasonably satisfactory to them, and, at the
Company's request, reimbursement to the Company and the Rights Agent
of all reasonable expenses incidental thereto, and upon surrender to
the Rights Agent and cancellation of the Right Certificate if
mutilated, the Company will make and deliver a new Right Certificate
of like tenor to the Rights Agent for countersignature and delivery to
the registered owner in lieu of the Right Certificate so lost, stolen,
destroyed or mutilated.

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

	7.1 Exercise of Rights.  Subject to Section 11.1.2 and
except as otherwise provided herein, the registered holder of any
Right Certificate may exercise the Rights evidenced thereby in whole
or in part at any time after the Distribution Date upon surrender of
the Right Certificate, with the form of election to purchase and
certification on the reverse side thereof duly executed, to the Rights
Agent at the office of the Rights Agent designated for such purpose,
together with payment of the aggregate Purchase Price for the total
number of one one-thousandths of a Preferred Share (or other
securities, cash or other assets) as to which the Rights are
exercised, at or prior to the time (the "Expiration Date") that is the
earliest of (i) the close of business on March 21, 2010 (the "Final
Expiration Date"), (ii) the time at which the Rights are redeemed as
provided in Section 23 (the "Redemption Date"), (iii) the closing of
any merger or other acquisition transaction involving the Company
pursuant to an agreement of the type described in Section 13.3 at
which time the Rights are deemed terminated, or (iv) the time at which
the Rights are exchanged as provided in Section 27.

	7.2 Purchase .  The Purchase Price for each one one-
thousandth of a Preferred Share pursuant to the exercise of a Right
shall be initially $125, shall be subject to adjustment from time to
time as provided in Sections 11, 13 and 26 and shall be payable in
lawful money of the United States of America in accordance with
Section 7.3.

	7.3 Payment Procedures.  Upon receipt of a Right
Certificate representing exercisable Rights, with the form of election
to purchase and certification duly executed, accompanied by payment of
the aggregate Purchase Price for the total number of one one-
thousandths of a Preferred Share to be purchased and an amount equal
to any applicable transfer tax required to be paid by the holder of
such Right Certificate in accordance with Section 9, in cash or by
certified or cashier's check or money order payable to the order of
the Company, the Rights Agent shall thereupon promptly
(i)(A) requisition from any transfer agent of the Preferred Shares (or
make available, if the Rights Agent is the transfer agent)
certificates for the number of Preferred Shares to be purchased and
the Company hereby irrevocably authorizes its transfer agent to comply
with all such requests, or (B) if the Company shall have elected to
deposit the total number of Preferred Shares issuable upon exercise of
the Rights hereunder with a depository agent, requisition from the
depositary agent depositary receipts representing interests in such
number of one one-thousandths of a Preferred Share as are to be
purchased (in which case certificates for the Preferred Shares
represented by such receipts shall be deposited by the transfer agent
with the depositary agent) and the Company hereby directs the
depositary agent to comply with all such requests, (ii) when
appropriate, requisition from the Company the amount of cash to be
paid in lieu of the issuance of fractional shares in accordance with
Section 14 or otherwise in accordance with Section 11.1.3,
(iii) promptly after receipt of such certificates or depositary
receipts, cause the same to be delivered to or upon the order of the
registered holder of such Right Certificate, registered in such name
or names as may be designated by such holder and (iv) when
appropriate, after receipt, promptly deliver such cash to or upon the
order of the registered holder of such Right Certificate.  In the
event that the Company is obligated to issue other securities of the
Company, pay cash and/or distribute other property pursuant to
Section 11.1.3, the Company will make all arrangements necessary so
that such other securities, cash and/or other property are available
for distribution by the Rights Agent, if and when appropriate.

	7.4 Partial Exercise.  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.

	7.5 Full Information Concerning Ownership.
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 of Rights upon the
occurrence of any purported exercise as set forth in this Section 7
unless the certificate contained in the form of election to purchase
set forth on the reverse side of the Right Certificate surrendered for
such exercise shall have been duly completed and signed by the
registered holder thereof and the Company shall have been provided
with 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.

	8 Cancellation and Destruction of Right Certificates.
All Right Certificates surrendered for the purpose of exercise,
transfer, split up, combination or exchange shall, if surrendered to
the Company or to any of its agents, be delivered to the Rights Agent
for cancellation or in canceled form, or, if surrendered to the Rights
Agent, shall be canceled 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 canceled Right Certificates to the Company, or
shall, at the written request of the Company, destroy such canceled
Right Certificates, and in such case shall deliver a certificate of
destruction thereof to the Company.

	9 Reservation and Availability of Capital Stock.  The
Company covenants and agrees that from and after the Distribution Date
it will cause to be reserved and kept available out of its authorized
and unissued Preferred Shares (and, following the occurrence of a
Trigger Event, out of its authorized and unissued Common Shares or
other securities or out of its shares held in its treasury) the number
of Preferred Shares (and, following the occurrence of a Trigger Event,
Common Shares and/or other securities) that will be sufficient to
permit the exercise in full of all outstanding Rights.

	So long as the Preferred Shares (and, following the
occurrence of a Trigger Event, Common Shares and/or other securities)
issuable upon the exercise of Rights may be listed on any national
securities exchange or traded in the over-the-counter market and
quoted on the National Association of Securities Dealers, Inc.
Automated Quotation System ("Nasdaq") (including the National Market
or Small Cap Market), 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 or admitted to trading on such
exchange or quoted on Nasdaq upon official notice of issuance upon
such exercise.

	The Company covenants and agrees that it will take all such
action as may be necessary to ensure that all Preferred Shares (and,
following the occurrence of a Trigger Event, Common Shares  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.

	From and after such time as the Rights become exercisable,
the Company shall use its best efforts, if then necessary to permit
the issuance of Preferred Shares upon the exercise of Rights, to
register and qualify such Preferred Shares under the Securities Act
and any applicable state securities or "Blue Sky" laws (to the extent
exemptions therefrom are not available), cause such registration
statement and qualifications to become effective as soon as possible
after such filing and keep such registration and qualifications
effective until the earlier of the date as of which the Rights are no
longer exercisable for such securities and the Expiration Date.  The
Company may temporarily suspend, for a period of time not to exceed 90
days, the exercisability of the Rights in order to prepare and file a
registration statement under the Securities Act and permit it to
become effective.  Upon any such suspension, the Company shall issue a
public announcement stating that the exercisability of the Rights has
been temporarily suspended, as well as a public announcement at such
time as the suspension is no longer in effect.  Notwithstanding any
provision of this Agreement to the contrary, the Rights shall not be
exercisable in any jurisdiction unless the requisite qualification in
such jurisdiction shall have been obtained and until a registration
statement under the Securities Act (if required) shall have been
declared effective.

	The Company further covenants and agrees that it will pay
when due and payable any and all Federal and state transfer taxes and
charges which may be payable in respect of the issuance or delivery of
the Right Certificates or of any Preferred Shares (or Common Shares
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 certificates for the Preferred Shares (or Common Shares
and/or other securities, as the case may be) in a name other than that
of, the registered holder of the Right Certificate evidencing Rights
surrendered for exercise or to issue or deliver any certificates for
Preferred Shares (or Common Shares 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 any such tax shall have been paid
(any such tax being payable by the holder of such Right Certificate at
the time of surrender) or until it has been established to the
Company's satisfaction that no such tax is due.

	10 Preferred Shares Record Date.  Each person in whose
name any certificate for Preferred Shares (or Common Shares 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 Preferred Shares (or Common Shares 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 any applicable transfer taxes) was made; provided,
however, that if the date of such surrender and payment is a date upon
which the Preferred Shares (or Common Shares and/or other securities,
as the case may be) transfer books of the Company are closed, such
person shall be deemed to have become the record holder of such shares
(fractional or otherwise) on, and such certificate shall be dated, the
next succeeding Business Day on which the Preferred Shares (or Common
Shares 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 holder of Preferred Shares for which the Rights shall
be exercisable, including, without limitation, the right to vote or to
receive dividends or other distributions, and shall not be entitled to
receive any notice of any proceedings of the Company, except as
provided herein.

	11 Adjustment of Purchase Price, Number of Shares or
Number of Rights.  The Purchase Price, the number of Preferred Shares
or other securities or property purchasable upon exercise of each
Right and the number of Rights outstanding are subject to adjustment
from time to time as provided in this Section 11.

	11.1 Post-Execution Events.

	11.1.1 Corporate Dividends, Reclassifications, Etc.  In the
event the Company shall at any time after the date of this Agreement
(A) declare and pay a dividend on the Preferred Shares payable in
Preferred Shares, (B) subdivide the outstanding Preferred Shares,
(C) combine the outstanding Preferred Shares into a smaller number of
Preferred Shares or (D) issue any shares of its capital stock in a
reclassification of the Preferred Shares (including any such
reclassification in connection with a consolidation or merger in which
the Company is the continuing or surviving corporation), except as
otherwise provided in this Section 11.1, the Purchase Price in effect
at the time of the record date for such dividend or of the effective
date of such subdivision, combination or reclassification, and the
number and kind of shares of capital stock issuable on such date,
shall be proportionately adjusted so that the holder of any Right
exercised after such time shall be entitled to receive the aggregate
number and kind of shares of capital stock which, if such Right had
been exercised immediately prior to such date and at a time when the
Preferred Shares transfer books of the Company were open, he would
have owned upon such exercise and been entitled to receive by virtue
of such dividend, subdivision, combination or reclassification;
provided, however, that in no event shall the consideration to be paid
upon the exercise of one Right be less than the aggregate par value of
the shares of capital stock of the Company issuable upon exercise of
one Right.  If an event occurs which would require an adjustment under
both Section 11.1.1 and Section 11.1.2, the adjustment provided for in
this Section 11.1.1 shall be in addition to, and shall be made prior
to, the adjustment required pursuant to, Section 11.1.2.

	11.1.2 Acquiring Person Events; Triggering Events.  Subject
to Sections 23.1 and 27, in the event that a Trigger Event occurs,
then, from and after the first occurrence of such event, each holder
of a Right, except as provided below, shall thereafter have a right to
receive, upon exercise thereof at a price per Right equal to the then
current Purchase Price multiplied by the number of one one-thousandths
of a Preferred Share for which a Right is then exercisable (without
giving effect to this Section 11.1.2), in accordance with the terms of
this Agreement and in lieu of Preferred Shares, such number of Common
Shares as shall equal the result obtained by (x) multiplying the then
current Purchase Price by the then number of one one-thousandths of a
Preferred Share for which a Right is then exercisable (without giving
effect to this Section 11.1.2) and (y) dividing that product by 50% of
the current per share market price of the Common Shares (determined
pursuant to Section 11.4) on the first of the date of the occurrence
of, or the date of the first public announcement of, a Trigger Event
(the "Adjustment Shares"); provided that the Purchase Price and the
number of Adjustment Shares shall thereafter be subject to further
adjustment as appropriate in accordance with Section 11.6.
Notwithstanding the foregoing, upon the occurrence of a Trigger Event,
any Rights that are or were acquired or beneficially owned by (1) any
Acquiring Person or any Associate or Affiliate thereof, (2) a
transferee of any Acquiring Person (or of any such Associate or
Affiliate) who becomes a transferee after the Acquiring Person becomes
such, or (3) a transferee of any Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee prior to or
concurrently with the Acquiring Person becoming such and receives such
Rights pursuant to either (A) a transfer (whether or not for
consideration) from the Acquiring Person to holders of equity
interests in such Acquiring Person or to any Person with whom the
Acquiring Person has any continuing agreement, arrangement or
understanding regarding the transferred Rights or (B) a transfer which
the Board of Directors of the Company has determined is part of a
plan, arrangement or understanding which has as a primary purpose or
effect avoidance of this Section 11.1.2, and subsequent transferees,
shall become void without any further action, and any holder (whether
or not such holder is an Acquiring Person or an Associate or Affiliate
of an Acquiring Person) of such Rights shall thereafter have no right
to exercise such Rights under any provision of this Agreement or
otherwise.  From and after the Trigger Event, no Right Certificate
shall be issued pursuant to Section 3 or Section 6 that represents
Rights that are or have become void pursuant to the provisions of this
paragraph, and any Right Certificate delivered to the Rights Agent
that represents Rights that are or have become void pursuant to the
provisions of this paragraph shall be canceled.

	The Company shall use all reasonable efforts to ensure that
the provisions of this Section 11.1.2 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
any Acquiring Person or its Affiliates, Associates or transferees
hereunder.

	From and after the occurrence of an event specified in
Section 13.1, any Rights that theretofore have not been exercised
pursuant to this Section 11.1.2 shall thereafter be exercisable only
in accordance with Section 13 and not pursuant to this Section 11.1.2.

	11.1.3 Insufficient Shares.  The Company may at its option
substitute for a Common Share issuable upon the exercise of Rights in
accordance with the foregoing Section 11.1.2 a number of Preferred
Shares or fraction thereof such that the current per share market
price of one Preferred Share multiplied by such number or fraction is
equal to the current per share market price of one Common Share.  In
the event that upon the occurrence of a Trigger Event there shall not
be sufficient Common Shares authorized but unissued, or held by the
Company as treasury shares, to permit the exercise in full of the
Rights in accordance with the foregoing Section 11.1.2, the Company
shall take all such action as may be necessary to authorize additional
Common Shares for issuance upon exercise of the Rights, provided,
however, that if the Company determines that it is unable to cause the
authorization of a sufficient number of additional Common Shares,
then, in the event the Rights become exercisable, the Company, with
respect to each Right and to the extent necessary and permitted by
applicable law and any agreements or instruments in effect on the date
hereof to which it is a party, shall:  (A) determine the excess of
(1) the value of the Adjustment Shares issuable upon the exercise of a
Right (the "Current Value"), over (2) the Purchase Price (such excess,
the "Spread") and (B) with respect to each Right (other than Rights
which have become void pursuant to Section 11.1.2), make adequate
provision to substitute for the Adjustment Shares, upon payment of the
applicable Purchase Price, (1) cash, (2) a reduction in the Purchase
Price, (3) Preferred Shares or other equity securities of the Company
(including, without limitation, shares, or fractions of shares, of
preferred stock which, by virtue of having dividend and liquidation
rights substantially comparable to those of the Common Shares, the
Board of Directors of the Company has deemed in good faith to have
substantially the same value as Common Shares) (each such share of
preferred stock or fractions of shares of preferred stock constituting
a "common stock equivalent")), (4) debt securities of the Company,
(5) other assets or (6) any combination of the foregoing having an
aggregate value equal to the Current Value, where such aggregate value
has been determined by the Board of Directors of the Company based
upon the advice of a nationally recognized investment banking firm
selected in good faith by the Board of Directors of the Company;
provided, however, that if the Company shall not have made adequate
provision to deliver value pursuant to clause (B) above within thirty
(30) days following the occurrence of a Trigger Event, then the
Company shall be obligated to deliver, to the extent necessary and
permitted by applicable law and any agreements or instruments in
effect on the date hereof to which it is a party, upon the surrender
for exercise of a Right and without requiring payment of the Purchase
Price, Common Shares (to the extent available) and then, if necessary,
such number or fractions of Preferred Shares (to the extent available)
and then, if necessary, cash, which shares and/or cash have an
aggregate value equal to the Spread.  If the Board of Directors of the
Company shall determine in good faith that it is unlikely that
sufficient additional Common Shares could be authorized for issuance
upon exercise in full of the Rights, the thirty (30) day period set
forth above may be extended and re-extended to the extent necessary,
but not more than ninety (90) days following the occurrence of a
Trigger Event, in order that the Company may seek stockholder approval
for the authorization of such additional shares (such period as may be
extended, the "Substitution Period").  To the extent that the Company
determines that some action need be taken pursuant to the second
and/or third sentences of this Section 11.1.3, the Company (x) shall
provide that such action shall apply uniformly to all outstanding
Rights, and (y) may suspend the exercisability of the Rights until the
expiration of the Substitution Period in order to seek any
authorization of additional shares and/or to decide the appropriate
form of distribution to be made pursuant to such first sentence and to
determine the value thereof.  In the event of any such suspension, the
Company shall issue a public announcement stating that the
exercisability of the Rights has been temporarily suspended as well as
a public announcement at such time as the suspension is no longer in
effect.  For purposes of this Section 11.1.3, the value of a Common
Share shall be the current per share market price (as determined
pursuant to Section 11.4) on the date of the occurrence of a Trigger
Event and the value of any "common stock equivalent" shall be deemed
to have the same value as the Common Shares on such date.  The Board
of Directors of the Company may, but shall not be required to,
establish procedures to allocate the right to receive Common Shares
upon the exercise of the Rights among holders of Rights pursuant to
this Section 11.1.3.

	11.2 Dilutive Rights Offering.  In case the Company shall
fix a record date for the issuance of rights, options or warrants to
all holders of Preferred Shares entitling them (for a period expiring
within 45 calendar days after such record date) to subscribe for or
purchase Preferred Shares (or securities having the same rights,
privileges and preferences as the Preferred Shares ("equivalent
preferred stock")) or securities convertible into Preferred Shares or
equivalent preferred stock at a price per Preferred Share or per share
of equivalent preferred stock (or having a conversion or exercise
price per share, if a security convertible into or exercisable for
Preferred Shares or equivalent preferred stock) less than the current
per share market price of the Preferred Shares (as determined pursuant
to Section 11.4) on such record date, the Purchase Price to be in
effect after such record date shall be determined by multiplying the
Purchase Price in effect immediately prior to such record date by a
fraction, the numerator of which shall be the number of Preferred
Shares and shares of equivalent preferred stock outstanding on such
record date plus the number of Preferred Shares and shares of
equivalent preferred stock which the aggregate offering price of the
total number of Preferred Shares and/or shares of equivalent preferred
stock to be offered (and/or the aggregate initial conversion price of
the convertible securities so to be offered) would purchase at such
current per share market price and the denominator of which shall be
the number of Preferred Shares and shares of equivalent preferred
stock outstanding on such record date plus the number of additional
Preferred Shares and/or shares of equivalent preferred stock to be
offered for subscription or purchase (or into which the convertible
securities so to be offered are initially convertible); provided,
however, that in no event shall the consideration to be paid upon the
exercise of one Right be less than the aggregate par value of the
shares of capital stock of the Company issuable upon exercise of one
Right.  In case such subscription price may be paid in a consideration
part or all of which shall be in a form other than cash, the value of
such consideration shall be as determined in good faith by the Board
of Directors of the Company, whose determination shall be described in
a statement filed with the Rights Agent and shall be binding on the
Rights Agent and the holders of the Rights.  Preferred Shares and
shares of equivalent preferred stock owned by or held for the account
of the Company or any Subsidiary of the Company shall not be deemed
outstanding for the purpose of any such computation.  Such adjustments
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.

	11.3 Distributions.  In case the Company shall fix a record
date for the making of a distribution to all holders of the Preferred
Shares (including any such distribution made in connection with a
consolidation or merger in which the Company is the continuing or
surviving corporation) of evidences of indebtedness, cash, securities
or assets (other than a regular periodic cash dividend at a rate not
in excess of 125% of the rate of the last regular periodic cash
dividend theretofore paid or, in case regular periodic cash dividends
have not theretofore been paid, at a rate not in excess of 50% of the
average net income per share of the Company for the four quarters
ended immediately prior to the payment of such dividend, or a dividend
payable in Preferred Shares (which dividend, for purposes of this
Agreement, shall be subject to the provisions of Section 11.1.1(A)))
or convertible securities, or subscription rights or warrants
(excluding those referred to in Section 11.2), the Purchase Price to
be in effect after such record date shall be determined by multiplying
the Purchase Price in effect immediately prior to such record date by
a fraction, the numerator of which shall be the current per share
market price of the Preferred Shares (as determined pursuant to
Section 11.4) 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, securities or
evidences of indebtedness so to be distributed or of such subscription
rights or warrants applicable to one Preferred Share and the
denominator of which shall be such current per share market price of
the Preferred Shares (as determined pursuant to Section 11.4);
provided, however, that in no event shall the consideration to be paid
upon the exercise of one Right be less than the aggregate par value of
the shares of capital stock of the Company to be issued upon exercise
of one Right.  Such adjustments shall be made successively whenever
such a record date is fixed; and in the event that such distribution
is not so made, the Purchase Price shall again be adjusted to be the
Purchase Price which would then be in effect if such record date had
not been fixed.

	11.4 Current Per Share Market Value.

	11.4.1 General.  For the purpose of any computation
hereunder, the "current per share market price" of any security (a
"Security" for the purpose of this Section 11.4.1) on any date shall
be deemed to be the average of the daily closing prices per share of
such Security for the thirty (30) consecutive Trading Days (as such
term is hereinafter defined) immediately prior to such date; provided,
however, that in the event that the current per share market price of
the Security is determined during any period following the
announcement by the issuer of such Security of (i) a dividend or
distribution on such Security payable in shares of such Security or
securities convertible into such shares or (ii) any subdivision,
combination or reclassification of such Security, and prior to the
expiration of thirty (30) Trading Days after the ex-dividend date for
such dividend or distribution, or the record date for such
subdivision, combination or reclassification, then, and in each such
case, the "current per share market price" shall be appropriately
adjusted to reflect the current market price per share equivalent of
such Security.  The closing price for each day shall be the last sale
price, regular way, or, in case no such sale takes place on such day,
the average of the closing bid and asked prices, regular way, in
either case as reported in the principal consolidated transaction
reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if the Security is not
listed or admitted to trading on the New York Stock Exchange, as
reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities
exchange on which the Security is listed or admitted to trading or, if
the Security is not listed or admitted to trading on any national
securities exchange, the last quoted price or, if not so quoted, the
average of the high bid and low asked prices in the over-the-counter
market, as reported by Nasdaq or such other system then in use, or, if
on any such date the Security is not quoted by any such organization,
the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Security selected by
the Board of Directors of the Company.  If on any such date no such
market maker is making a market in the Security, the fair value of the
Security 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 Security is listed or admitted to trading is open for the
transaction of business or, if the Security is not listed or admitted
to trading on any national securities exchange, a Business Day.  If
the Security is not publicly held or not so listed or traded, or if on
any such date the Security is not so quoted and no such market maker
is making a market in the Security, "current per share market price"
shall mean the fair value per share as determined in good faith by the
Board of Directors of the Company or, if at the time of such
determination there is an Acquiring Person, by a nationally recognized
investment banking firm selected by the Board of Directors, which
shall have the duty to make such determination in a reasonable and
objective manner, whose determination shall be described in a
statement filed with the Rights Agent and shall be conclusive for all
purposes.

	11.4.2 Preferred Shares.  Notwithstanding Section 11.4.1, for
the purpose of any computation hereunder, the "current per share
market price" of the Preferred Shares shall be determined in the same
manner as set forth above in Section 11.4.1 (other than the last
sentence thereof).  If the current per share market price of the
Preferred Shares cannot be determined in the manner described in
Section 11.4.1, the "current per share market price" of the Preferred
Shares shall be conclusively deemed to be an amount equal to 1,000 (as
such number may be appropriately adjusted for such events as stock
splits, stock dividends and recapitalizations with respect to the
Common Shares occurring after the date of this Agreement) multiplied
by the current per share market price of the Common Shares (as
determined pursuant to Section 11.4.1). If neither the Common Shares
nor the Preferred Shares are publicly held or so listed or traded, or
if on any such date neither the Common Shares nor the Preferred Shares
are so quoted and no such market maker is making a market in either
the Common Shares or the Preferred Shares, "current per share market
price" of the Preferred Shares shall mean the fair value per share as
determined in good faith by the Board of Directors of the Company, or,
if at the time of such determination there is an Acquiring Person, by
a nationally recognized investment banking firm selected by the Board
of Directors of the Company, which shall have the duty to make such
determination in a reasonable and objective manner, which
determination shall be described in a statement filed with the Rights
Agent and shall be conclusive for all purposes.  For purposes of this
Agreement, the "current per share market price" of one one-thousandth
of a Preferred Share shall be equal to the "current per share market
price" of one Preferred Share divided by 1,000.

	11.5 Insignificant Changes.  No adjustment in the Purchase
Price shall be required unless such adjustment would require an
increase or decrease of at least 1% in the Purchase Price.  Any
adjustments which by reason of this Section 11.5 are not required to
be made shall be carried forward and taken into account in any
subsequent adjustment.  All calculations under this Section 11 shall
be made to the nearest cent or to the nearest one-hundred thousandth
of a Preferred Share or the nearest one-thousandth of a Common Share
or other share or security, as the case may be.

	11.6 Shares Other Than Preferred Shares.  If as a result of
an adjustment made pursuant to Section 11.1, the holder of any Right
thereafter exercised shall become entitled to receive any shares of
capital stock of the Company other than Preferred Shares, thereafter
the number of such other shares so receivable upon exercise of any
Right shall be subject to adjustment from time to time in a manner and
on terms as nearly equivalent as practicable to the provisions with
respect to the Preferred Shares contained in Sections 11.1, 11.2,
11.3, 11.5, 11.8, 11.9 and 11.13, and the provisions of Sections 7, 9,
10, 13 and 14 with respect to the Preferred Shares shall apply on like
terms to any such other shares.

	11.7 Rights Issued Prior to Adjustment.  All Rights
originally issued by the Company subsequent to any adjustment made to
the Purchase Price hereunder shall evidence the right to purchase, at
the adjusted Purchase Price, the number of one one-thousandths of a
Preferred Share purchasable from time to time hereunder upon exercise
of the Rights, all subject to further adjustment as provided herein.

	11.8 Effect of Adjustments.  Unless the Company shall have
exercised its election as provided in Section 11.9, upon each
adjustment of the Purchase Price as a result of the calculations made
in Sections 11.2 and 11.3, each Right outstanding immediately prior to
the making of such adjustment shall thereafter evidence the right to
purchase, at the adjusted Purchase Price, that number of one one-
thousandths of a Preferred Share (calculated to the nearest
one-hundred thousandth of a Preferred Share) obtained by
(i) multiplying (x) the number of one one-thousandths of a Preferred
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.

	11.9 Adjustment in Number of Rights.  The Company may elect
on or after the date of any adjustment of the Purchase Price to adjust
the number of Rights, in substitution for any adjustment in the number
of one one-thousandths of a Preferred Share issuable upon the exercise
of a Right.  Each of the Rights outstanding after such adjustment of
the number of Rights shall be exercisable for the number of one one-
thousandths of a Preferred Share for which a Right was exercisable
immediately prior to such adjustment.  Each Right held of record prior
to such adjustment of the number of Rights shall become that number of
Rights (calculated to the nearest one-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 11.9, the Company may, 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, 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.

	11.10 Right Certificates Unchanged.  Irrespective of any
adjustment or change in the Purchase Price or the number of one one-
thousandths of a Preferred Share issuable upon the exercise of the
Rights, the Right Certificates theretofore and thereafter issued may
continue to express the Purchase Price per share and the number of one
one-thousandths of a Preferred Share which were expressed in the
initial Right Certificates issued hereunder.

	11.11 Par Value Limitations.  Before taking any action that
would cause an adjustment reducing the Purchase Price below one one-
thousandth of the then par value, if any, of the Preferred Shares or
other shares of capital 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 Preferred Shares or other
such shares at such adjusted Purchase Price.

	11.12 Deferred Issuance.  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 of that
number of Preferred Shares and shares of other capital stock or
securities of the Company, if any, issuable upon such exercise over
and above the Preferred Shares and shares of other capital stock or
other securities, assets or cash of the Company, if any, issuable upon
such exercise on the basis of the Purchase Price in effect prior to
such adjustment; provided, however, that the Company shall deliver to
such holder a due bill or other appropriate instrument evidencing such
holder's right to receive such additional shares upon the occurrence
of the event requiring such adjustment.

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

	11.14 Company Not to Diminish Benefits of Rights.  The
Company covenants and agrees that after the earlier of the Shares
Acquisition Date or Distribution Date it will not, except as permitted
by Section 23, Section 26 or Section 27, take (or permit any
Subsidiary to take) any action if at the time such action is taken it
is reasonably foreseeable that such action will substantially diminish
or otherwise eliminate the benefits intended to be afforded by the
Rights.

	11.15 Adjustment of Rights Associated with Common Shares.
Notwithstanding anything contained in this Agreement to the contrary,
in the event that the Company shall at any time after the date hereof
and prior to the Distribution Date (i) declare or pay any dividend on
the outstanding Common Shares payable in Common Shares, (ii) effect a
subdivision or consolidation of the outstanding Common Shares (by
reclassification or otherwise than by the payment of dividends payable
in Common Shares), or (iii) combine the outstanding Common Shares into
a greater or lesser number of Common Shares, then in any such case,
the number of Rights associated with each Common Share then
outstanding, or issued or delivered thereafter but prior to the
Distribution Date or in accordance with Section 22 shall be
proportionately adjusted so that the number of Rights thereafter
associated with each Common Share following any such event shall equal
the result obtained by multiplying the number of Rights associated
with each Common Share immediately prior to such event by a fraction,
the numerator of which shall be the total number of Common Shares
outstanding immediately prior to the occurrence of the event and the
denominator of which shall be the total number of Common Shares
outstanding immediately following the occurrence of such event.  The
adjustments provided for in this Section 11.15 shall be made
successively whenever such a dividend is declared or paid or such a
subdivision, combination or consolidation is effected.

	12 Certificate of Adjusted Purchase Price or Number of
Shares.  Whenever an adjustment is made as provided in Sections 11 or
13, the Company shall (a) promptly prepare a certificate setting forth
such adjustment, and a brief statement of the facts accounting for
such adjustment, (b) promptly file with the Rights Agent and with each
transfer agent for the Common Shares or the Preferred Shares a copy of
such certificate and (c) mail a brief summary thereof to each holder
of a Right Certificate in accordance with Section 25.  The Rights
Agent shall be fully protected in relying on any such certificate and
on any adjustment therein contained and shall not be deemed to have
knowledge of any such adjustment unless and until it shall have
received such certificate.

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

	13.1 Certain Transactions.  In the event that, from and
after the first occurrence of a Trigger Event, directly or indirectly,
(A) the Company shall consolidate with, or merge with and into, any
other Person and the Company shall not be the continuing or surviving
corporation, (B) any Person shall consolidate with the Company, or
merge with and into the Company and the Company shall be the
continuing or surviving corporation of such merger and, in connection
with such merger, all or part of the Common Shares shall be changed
into or exchanged for stock or other securities of the Company or any
other Person or cash or any other property, or (C) the Company shall
sell, exchange, mortgage or otherwise transfer (or one or more of its
Subsidiaries shall sell, exchange, mortgage or otherwise transfer), in
one or more transactions, assets or earning power aggregating 50% or
more of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to any other Person or Persons (other
than the Company or one or more wholly-owned Subsidiaries of the
Company in one or more transactions each of which complies with
Section 11.14), then, and in each such case, proper provision shall be
made so that (i) each holder of a Right (other than Rights which have
become void pursuant to Section 11.1.2) shall thereafter have the
right to receive, upon the exercise thereof at a price per Right equal
to the then current Purchase Price multiplied by the number of one
one-thousandths of a Preferred Share for which a Right was exercisable
immediately prior to the first occurrence of a Trigger Event (as
subsequently adjusted pursuant to Sections 11.1.1, 11.2, 11.3, 11.8,
11.9 and 11.12), in accordance with the terms of this Agreement and in
lieu of Preferred Shares or Common Shares, such number of validly
authorized and issued, fully paid, non-assessable and freely tradable
Common Shares of the Principal Party (as such term is hereinafter
defined) not subject to any liens, encumbrances, rights of first
refusal or other adverse claims, as shall be equal to the result
obtained by (x) multiplying the then current Purchase Price by the
number of one one-thousandths of a Preferred Share for which a Right
was exercisable immediately prior to the first occurrence of a Trigger
Event (as subsequently adjusted pursuant to Sections 11.1.1, 11.2,
11.3, 11.8, 11.9 and 11.12) and (y) dividing that product by 50% of
the then current per share market price of the Common Shares of such
Principal Party (determined pursuant to Section 11.4) on the date of
consummation of such consolidation, merger, sale or transfer;
provided, that the price per Right so payable and the number of Common
Shares of such Principal Party so receivable upon exercise of a Right
shall thereafter be subject to further adjustment as appropriate in
accordance with Section 11.6 to reflect any events covered thereby
occurring in respect of the Common Shares of such Principal Party
after the occurrence 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; and (iv) such Principal Party shall take such steps
(including, but not limited to, the reservation of a sufficient number
of its Common Shares in accordance with Section 9) in connection with
such consummation as may be necessary to assure that the provisions
hereof shall thereafter be applicable, as nearly as reasonably may be,
in relation to its Common Shares thereafter deliverable upon the
exercise of the Rights; provided that, upon the subsequent occurrence
of any consolidation, merger, sale or transfer of assets or other
extraordinary transaction in respect of such Principal Party, each
holder of a Right shall thereupon be entitled to receive, upon
exercise of a Right and payment of the Purchase Price as provided in
this Section 13.1, such cash, shares, rights, warrants and other
property which such holder would have been entitled to receive had
such holder, at the time of such transaction, owned the Common Shares
of the Principal Party receivable upon the exercise of a Right
pursuant to this Section 13.1, and such Principal Party shall take
such steps (including, but not limited to, reservation of shares of
stock) as may be necessary to permit the subsequent exercise of the
Rights in accordance with the terms hereof for such cash, shares,
rights, warrants and other property.  The Company shall not consummate
any such consolidation, merger, sale or transfer unless prior thereto
the Company and such Principal Party shall have executed and delivered
to the Rights Agent a supplemental agreement confirming that the
requirements of this Section 13.1 and Section 13.2 shall promptly be
performed in accordance with their terms and that such consolidation,
merger, sale or transfer of assets shall not result in a default by
the Principal Party under this Agreement as the same shall have been
assumed by the Principal Party pursuant to this Section 13.1 and
Section 13.2 and providing that, as soon as practicable after
executing such agreement pursuant to this Section 13, the Principal
Party, at its own expense, shall

		(1) prepare and file a registration statement under the
Securities Act, if necessary, with respect to the Rights and the
securities purchasable upon exercise of the Rights on an appropriate
form, use its best efforts to cause such registration statement to
become effective as soon as practicable after such filing and use its
best efforts to cause such registration statement to remain effective
(with a prospectus at all times meeting the requirements of the
Securities Act) until the Expiration Date and similarly comply with
applicable state securities laws;

		(2) use its best efforts, if the Common Shares of the
Principal Party shall be listed or admitted to trading on the New York
Stock Exchange or on another national securities exchange, to list or
admit to trading (or continue the listing of) the Rights and the
securities purchasable upon exercise of the Rights on the New York
Stock Exchange or such securities exchange, or, if the Common Shares
of the Principal Party shall not be listed or admitted to trading on
the New York Stock Exchange or a national securities exchange, to
cause the Rights and the securities receivable upon exercise of the
Rights to be authorized for quotation on Nasdaq or on such other
system then in use;

		(3) deliver to holders of the Rights historical financial
statements for the Principal Party which comply in all respects with
the requirements for registration on Form 10 (or any successor form)
under the Exchange Act; and

		(4) obtain waivers of any rights of first refusal or
preemptive rights in respect of the Common Shares of the Principal
Party subject to purchase upon exercise of outstanding Rights.

	In case the Principal Party has provision in any of its
authorized securities or in its certificate of incorporation or
by-laws or other instrument governing its corporate affairs, which
provision would have the effect of (i) causing such Principal Party to
issue (other than to holders of Rights pursuant to this Section 13),
in connection with, or as a consequence of, the consummation of a
transaction referred to in this Section 13, Common Shares or common
stock equivalents of such Principal Party at less than the then
current market price per share thereof (determined pursuant to
Section 11.4) or securities exercisable for, or convertible into,
Common Shares or common stock equivalents of such Principal Party at
less than such then current market price (other than to holders of
Rights pursuant to this Section 13), or (ii) providing for any special
payment, taxes or similar provision in connection with the issuance of
the Common Shares of such Principal Party pursuant to the provision of
Section 13, then, in such event, the Company hereby agrees with each
holder of Rights that it shall not consummate any such transaction
unless prior thereto the Company and such Principal Party shall have
executed and delivered to the Rights Agent a supplemental agreement
providing that the provision in question of such Principal Party shall
have been canceled, waived or amended, or that the authorized
securities shall be redeemed, so that the applicable provision will
have no effect in connection with, or as a consequence of, the
consummation of the proposed transaction.

	The Company covenants and agrees that it shall not, at any
time after the Trigger Event, enter into any transaction of the type
described in clauses (A) through (C) of this Section 13.1 if (i) at
the time of or immediately after such consolidation, merger, sale,
transfer or other transaction 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, (ii) prior to, simultaneously
with or immediately after such consolidation, merger, sale, transfer
or other transaction, the stockholders of the Person who constitutes,
or would constitute, the Principal Party for purposes of Section 13.2
shall have received a distribution of Rights previously owned by such
Person or any of its Affiliates or Associates or (iii) the form or
nature of organization of the Principal Party would preclude or limit
the exercisability of the Rights.  The provisions of this Section 13
shall similarly apply to successive transactions of the type described
in clauses (A) through (C) of this Section 13.1.

	13.2 Principal Party.  "Principal Party" shall mean:

		(i) in the case of any transaction described in (A)
or (B) of the first sentence of Section 13.1:  (i) the Person that is
the issuer of the securities into which the Common Shares are
converted in such merger or consolidation, or, if there is more than
one such issuer, the issuer the Common Shares of which have the
greatest aggregate market value of shares outstanding, or (ii) if no
securities are so issued, (x) the Person that is the other party to
the merger, if such Person survives said merger, or, if there is more
than one such Person, the Person the Common Shares of which have the
greatest aggregate market value of shares outstanding or (y) if the
Person that is the other party to the merger does not survive the
merger, the Person that does survive the merger (including the Company
if it survives) or (z) the Person resulting from the consolidation;
and

		(ii) in the case of any transaction described in (C)
of the first sentence in Section 13.1, the Person that is the party
receiving the greatest portion of the assets or earning power
transferred pursuant to such transaction or transactions, or, if each
Person that is a party to such transaction or transactions receives
the same portion of the assets or earning power so transferred or if
the Person receiving the greatest portion of the assets or earning
power cannot be determined, whichever of such Persons is the issuer of
Common Shares having the greatest aggregate market value of shares
outstanding; provided, however, that in any such case described in the
foregoing clause (i) or (ii) of this Section 13.2, if the Common
Shares of such Person are not at such time or have not been
continuously over the preceding 12-month period registered under
Section 12 of the Exchange Act, then (1) if such Person is a direct or
indirect Subsidiary of another Person the Common Shares of which are
and have been so registered, the term "Principal Party" shall refer to
such other Person, or (2) if such Person is a Subsidiary, directly or
indirectly, of more than one Person, the Common Shares of all of which
are and have been so registered, the term "Principal Party" shall
refer to whichever of such Persons is the issuer of Common Shares
having the greatest aggregate market value of shares outstanding, or
(3) if such Person is owned, directly or indirectly, by a joint
venture formed by two or more Persons that are not owned, directly or
indirectly, by the same Person, the rules set forth in clauses (1) and
(2) above shall apply to each of the owners having an interest in the
venture as if the Person owned by the joint venture was a Subsidiary
of both or all of such joint venturers, and the Principal Party in
each such case shall bear the obligations set forth in this Section 13
in the same ratio as its interest in such Person bears to the total of
such interests.

	13.3 Approved Acquisitions.  Notwithstanding anything
contained herein to the contrary, upon the consummation of any merger
or other acquisition transaction of the type described in clause (A),
(B) or (C) of Section 13.1 involving the Company pursuant to a merger
or other acquisition agreement between the Company and any Person (or
one or more of such Person's Affiliates or Associates) which agreement
has been approved by the Board of Directors of the Company prior to
any Person becoming an Acquiring Person, this Agreement and the rights
of holders of Rights hereunder shall be terminated in accordance with
Section 7.1.

	14 Fractional Rights and Fractional Shares.

	14.1 Cash in Lieu of Fractional Rights.  The Company shall
not be required to issue fractions of Rights or to distribute Right
Certificates which evidence fractional Rights (except prior to the
Distribution Date in accordance with Section 11.15).  In lieu of such
fractional Rights, there shall be paid to the registered holders of
the Right Certificates with regard to which such fractional Rights
would otherwise be issuable an amount in cash equal to the same
fraction of the current market value of a whole Right.  For the
purposes of this Section 14.1, the current market value of a whole
Right shall be the closing price of the Rights for the Trading Day
immediately prior to the date on which such fractional Rights would
have been otherwise issuable.  The closing price for any day shall be
the last sale price, regular way, or, in case no such sale takes place
on such day, the average of the closing bid and asked prices, regular
way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or
admitted to trading on the New York Stock Exchange or, if the Rights
are not listed or admitted to trading on the New York Stock Exchange,
as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities
exchange on which the Rights are listed or admitted to trading or, if
the Rights are not listed or admitted to trading on any national
securities exchange, the last quoted price or, if not so quoted, the
average of the high bid and low asked prices in the over-the-counter
market, as reported by Nasdaq or such other system then in use or, if
on any such date the Rights are not quoted by any such organization,
the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Rights selected by
the Board of Directors of the Company.  If on any such date no such
market maker is making a market in the Rights, the current market
value of the Rights on such date shall be the fair value of the Rights
as determined in good faith by the Board of Directors of the Company,
or, if at the time of such determination there is an Acquiring Person,
by a nationally recognized investment banking firm selected by the
Board of Directors of the Company, which shall have the duty to make
such determination in a reasonable and objective manner, which
determination shall be described in a statement filed with the Rights
Agent and shall be conclusive for all purposes.

	14.2 Cash in Lieu of Fractional Preferred Shares.  The
Company shall not be required to issue fractions of Preferred Shares
(other than fractions which are integral multiples of one one-
thousandth of a Preferred Share) upon exercise or exchange of the
Rights or to distribute certificates which evidence fractional
Preferred Shares (other than fractions which are integral multiples of
one one-thousandth of a Preferred Share).  Interests in fractions of
Preferred Shares in integral multiples of one one-thousandth of a
Preferred Share may, at the election of the Company, be evidenced by
depositary receipts, pursuant to an appropriate agreement between the
Company and a depositary selected by it; provided, that such agreement
shall provide that the holders of such depositary receipts shall have
all the rights, privileges and preferences to which they are entitled
as beneficial owners of the Preferred Shares represented by such
depositary receipts.  In lieu of fractional Preferred Shares that are
not integral multiples of one one-thousandth of a Preferred Share, the
Company shall pay to the registered holders of Right Certificates at
the time such Rights are exercised or exchanged as herein provided an
amount in cash equal to the same fraction of the current per share
market price of one Preferred Share (as determined in accordance with
Section 14.1) for the Trading Day immediately prior to the date of
such exercise or exchange.

	14.3 Cash in Lieu of Fractional Common Shares.  The Company
shall not be required to issue fractions of Common Shares or to
distribute certificates which evidence fractional Common Shares upon
the exercise or exchange of Rights.  In lieu of such fractional Common
Shares, the Company shall pay to the registered holders of the Right
Certificates with regard to which such fractional Common Shares would
otherwise be issuable an amount in cash equal to the same fraction of
the current market value of a whole Common Share (as determined in
accordance with Section 14.1) for the Trading Day immediately prior to
the date of such exercise or exchange.

	14.4 Waiver of Right to Receive Fractional Rights or
Shares.  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 or exchange of a Right, except as
permitted by this Section 14.

	15 Rights of Action.  All rights of action in respect of
this Agreement, except the rights of action given to the Rights Agent
under Section 18, are vested in the respective registered holders of
the Right Certificates (and, prior to the Distribution Date, the
registered holders of the Common Shares); and any registered holder of
any Right Certificate (or, prior to the Distribution Date, of the
Common Shares), without the consent of the Rights Agent or of the
holder of any other Right Certificate (or, prior to the Distribution
Date, of the Common Shares), may, in his own behalf and for his own
benefit, enforce this Agreement, and may institute and maintain any
suit, action or proceeding against the Company to enforce this
Agreement, or otherwise enforce or 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 under, and injunctive relief against actual or threatened
violations of, the obligations of any Person (including, without
limitation, the Company) subject to this Agreement.

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

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

		(b) as of and after the Distribution Date, the
Right Certificates are transferable only on the registry
books of the Rights Agent if surrendered at the office of
the Rights Agent designated for such purpose, duly endorsed
or accompanied by a proper instrument of transfer with all
required certifications completed; and

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

	17 Right Certificate Holder Not Deemed a Stockholder.  No
holder, as such, of any Right Certificate shall be entitled to vote,
receive dividends or be deemed for any purpose the holder of the
Preferred Shares or any other securities of the Company which may at
any time be issuable on the exercise of the Rights represented
thereby, nor shall anything contained herein or in any Right
Certificate be construed to confer upon the holder of any Right
Certificate, as such, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon any
matter submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting stockholders (except as provided
in Section 24), 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.

	18 Concerning the Rights Agent.  The Company agrees to
pay to the Rights Agent reasonable compensation for all services
rendered by it hereunder in accordance with a fee schedule to be
mutually agreed upon and, from time to time, on demand of the Rights
Agent, its reasonable expenses and counsel fees and other
disbursements incurred in the administration and execution of this
Agreement and the exercise and performance of its duties hereunder.
The Company also agrees to indemnify the Rights Agent for, and to hold
it harmless against, any loss, liability, or expense, incurred without
gross 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 arising therefrom, directly or indirectly.
The Rights Agent shall be protected and shall incur no
liability for or in respect of any action taken, suffered or omitted
by it in connection with its administration of this Agreement in
reliance upon any Right Certificate or certificate for the Preferred
Shares or the Common Shares or for other securities of the Company,
instrument of assignment or transfer, power of attorney, endorsement,
affidavit, letter, notice, instruction, 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.

	19 Merger or Consolidation or Change of Name of Rights
Agent.  Any corporation or limited liability company into which the
Rights Agent or any successor Rights Agent may be merged or with which
it may be consolidated, or any corporation or limited liability
company resulting from any merger or consolidation to which the Rights
Agent or any successor Rights Agent shall be a party, or any
corporation or limited liability company 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 that such
corporation or limited liability company would be eligible for
appointment as a successor Rights Agent under the provisions of
Section 21.  In case at the time such successor Rights Agent shall
succeed to the agency created by this Agreement, any of the Right
Certificates shall have been countersigned but not delivered, any such
successor Rights Agent may adopt the countersignature of the
predecessor Rights Agent and deliver such Right Certificates so
countersigned; and in case at that time any of the Right Certificates
shall not have been countersigned, any successor Rights Agent may
countersign such Right Certificates either in the name of the
predecessor Rights Agent or in the name of the successor Rights Agent;
and in all such cases such Right Certificates shall have the full
force provided in the Right Certificates and in this Agreement.
In case at any time the name of the Rights Agent shall be
changed and at such time any of the Right Certificates shall have been
countersigned but not delivered, the Rights Agent may adopt the
countersignature under its prior name and deliver Right Certificates
so countersigned; and in case at that time any of the Right
Certificates shall not have been countersigned, the Rights Agent may
countersign such Right Certificates either in its prior name or in its
changed name; and in all such cases such Right Certificates shall have
the full force provided in the Right Certificates and in this
Agreement.

	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:

	20.1 Legal Counsel.  The Rights Agent may consult with
legal counsel selected by it (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.

	20.2 Certificates as to Facts or Matters.  Whenever in the
performance of its duties under this Agreement the Rights Agent shall
deem it necessary or desirable that any fact or matter be proved or
established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect
thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a certificate signed by any one
of the Chairman of the Board of Directors, the Chief Executive
Officer, the President, the Chief Financial Officer, any Vice
President, the Treasurer, the Secretary or any Assistant Treasurer or
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.

	20.3 Standard of Care.  The Rights Agent shall be liable
hereunder only for its own gross negligence, bad faith or willful
misconduct.

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

	20.5 No Responsibility as to Certain Matters.  The Rights
Agent shall not be under any responsibility in respect of the validity
of this Agreement or the execution and delivery hereof (except the due
execution hereof by the Rights Agent) or in respect of the validity or
execution of any Right Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of
any covenant or condition contained in this Agreement or in any Right
Certificate; nor shall it be responsible for any change in the
exercisability of the Rights (including the Rights becoming void
pursuant to Section 11.1.2) or any adjustment required under the
provisions of Sections 3, 11, 13, 23 or 27 or responsible for the
manner, method or amount of any such adjustment or the ascertaining of
the existence of facts that would require any such adjustment (except
with respect to the exercise of Rights evidenced by Right Certificates
after actual notice of any such change or adjustment); nor shall it by
any act hereunder be deemed to make any representation or warranty as
to the authorization or reservation of any Preferred Shares or other
securities to be issued pursuant to this Agreement or any Right
Certificate or as to whether any Preferred Shares will, when so
issued, be validly authorized and issued, fully paid and
nonassessable.

	20.6 Further Assurance by Company.  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.

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

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

	20.9 Reliance on Attorneys and Agents.  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, omission, default, neglect or misconduct of
any such attorneys or agents or for any loss to the Company resulting
from any such act, omission, default, neglect or misconduct, provided
that reasonable care was exercised in the selection and continued
employment thereof.

	20.10 Incomplete Certificate.  If, with respect to any
Rights Certificate surrendered to the Rights Agent for exercise or
transfer, the certificate contained in the form of assignment or the
form of election to purchase set forth on the reverse thereof, as the
case may be, has not been completed to certify the holder is not an
Acquiring Person (or an Affiliate or Associate thereof), the Rights
Agent shall not take any further action with respect to such requested
exercise or transfer without first consulting with the Company.
20.11 Rights Holders List.  At any time and from time to
time after the Distribution Date, upon the request of the Company, the
Rights Agent shall promptly deliver to the Company a list, as of the
most recent practicable date (or as of such earlier date as may be
specified by the Company), of the holders of record of Rights.

	21 Change of Rights Agent.  The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties
under this Agreement upon thirty (30) days' notice in writing mailed
to the Company and to each transfer agent of the Common Shares and/or
Preferred Shares, as applicable, by registered or certified mail.
Following the Distribution Date, the Company shall promptly notify the
holders of the Right Certificates by first-class mail of any such
resignation.  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 Shares and/or Preferred Shares, as
applicable, by registered or certified mail, and to the holders of the
Right Certificates by first-class mail.  If the Rights Agent shall
resign or be removed or shall otherwise become incapable of acting,
the resigning, removed, or incapacitated Rights Agent shall remit to
the Company, or to any successor Rights Agent designated by the
Company, all books, records, funds, certificates or other documents or
instruments of any kind then in its possession which were acquired by
such resigning, removed or incapacitated Rights Agent in connection
with its services as Rights Agent hereunder, and shall thereafter be
discharged from all duties and obligations hereunder.  Following
notice of such removal, resignation or incapacity, the Company shall
appoint a successor to such Rights Agent.  If the Company shall fail
to make such appointment within a period of thirty (30) days after
giving notice of such removal or after it has been notified in writing
of such resignation or incapacity by the resigning or incapacitated
Rights Agent or by the holder of a Right Certificate (who shall, with
such notice, submit his Right Certificate for inspection by the
Company), then the registered holder of any Right Certificate may
apply to any court of competent jurisdiction for the appointment of a
new Rights Agent.  Any successor Rights Agent, whether appointed by
the Company or by such a court, shall be a corporation organized and
doing business under the laws of the United States or of the State of
New York or the State of California (or 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 or California) in good
standing, having an office in the State of New York or the State of
California, which is authorized under such laws to exercise stock
transfer or corporate trust powers and is subject to supervision or
examination by Federal or state authority and which has at the time of
its appointment as Rights Agent a combined capital and surplus of at
least $10 million.  After appointment, the successor Rights Agent
shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent
without further act or deed; but the predecessor Rights Agent shall
deliver and transfer to the successor Rights Agent any property at the
time held by it hereunder, and execute and deliver any further
assurance, conveyance, act or deed necessary for the purpose.  Not
later than the effective date of any such appointment the Company
shall file notice thereof in writing with the predecessor Rights Agent
and each transfer agent of the Common Shares and/or Preferred Shares,
as applicable, and, following the Distribution Date, 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.

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

	23 Redemption.

	23.1 Right to Redeem.  The Board of Directors of the
Company may, at its option, at any time prior to a Trigger Event,
redeem all but not less than all of the then outstanding Rights at a
redemption price of $.001 per Right, appropriately adjusted to reflect
any stock split, stock dividend, recapitalization or similar
transaction occurring after the date hereof (such redemption price
being hereinafter referred to as the "Redemption Price"), and the
Company may, at its option, pay the Redemption Price in Common Shares
(based on the "current per share market price," determined pursuant to
Section 11.4, of the Common Shares at the time of redemption), cash or
any other form of consideration deemed appropriate by the Board of
Directors.  The redemption of the Rights by the Board of Directors may
be made effective at such time, on such basis and subject to such
conditions as the Board of Directors in its sole discretion may
establish.

	23.2 Redemption Procedures.  Immediately upon the action of
the Board of Directors of the Company ordering the redemption of the
Rights (or at such later time as the Board of Directors may establish
for the effectiveness of such redemption), 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.  The
Company shall promptly give public notice of such redemption;
provided, however, that the failure to give, or any defect in, any
such notice shall not affect the validity of such redemption.  The
Company shall promptly give, or cause the Rights Agent to give, notice
of such redemption to the holders of the then outstanding Rights by
mailing such notice to all such holders at their last addresses as
they appear upon the registry books of the Rights Agent or, prior to
the Distribution Date, on the registry books of the transfer agent for
the Common Shares.  Any notice which is mailed in the manner herein
provided shall be deemed given, whether or not the holder receives the
notice.  Each such notice of redemption shall state the method by
which the payment of the Redemption Price will be made.  Neither the
Company nor any of its Affiliates or Associates may redeem, acquire or
purchase for value any Rights at any time in any manner other than
that specifically set forth in this Section 23 or in Section 27, and
other than in connection with the purchase, acquisition or redemption
of Common Shares prior to the Distribution Date.

	24 Notice of Certain Events.  In case the Company shall
propose at any time after the earlier of the Shares Acquisition Date
and the Distribution Date (a) to pay any dividend payable in stock of
any class to the holders of Preferred Shares or to make any other
distribution to the holders of Preferred Shares (other than a regular
periodic cash dividend at a rate not in excess of 125% of the rate of
the last regular periodic cash dividend theretofore paid or, in case
regular periodic cash dividends have not theretofore been paid, at a
rate not in excess of 50% of the average net income per share of the
Company for the four quarters ended immediately prior to the payment
of such dividends, or a stock dividend on, or a subdivision,
combination or reclassification of the Common Shares), or (b) to offer
to the holders of Preferred Shares rights or warrants to subscribe for
or to purchase any additional Preferred Shares or shares of stock of
any class or any other securities, rights or options, or (c) to effect
any reclassification of its Preferred Shares (other than a
reclassification involving only the subdivision of outstanding
Preferred Shares), or (d) to effect any consolidation or merger into
or with, or to effect any sale or other transfer (or to permit one or
more of its Subsidiaries to effect any sale or other transfer), in one
or more transactions, of 50% or more of the assets or earning power of
the Company and its Subsidiaries (taken as a whole) to, any other
Person (other than pursuant to a merger or other acquisition agreement
of the type described in Section 1.3(ii)(A)(z)), or (e) to effect the
liquidation, dissolution or winding up of the Company, or (f) to
declare or pay any dividend on the Common Shares payable in Common
Shares or to effect a subdivision, combination or consolidation of the
Common Shares (by reclassification or otherwise than by payment of
dividends in Common Shares), then, in each such case, the Company
shall give to the Rights Agent and to each holder of a Right
Certificate, in accordance with Section 25, 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 Preferred Shares and/or
Common Shares, if any such date is to be fixed, and such notice shall
be so given in the case of any action covered by clause (a) or (b)
above at least ten (10) days prior to the record date for determining
holders of the Preferred Shares for purposes of such action, and in
the case of any such other action, at least ten (10) days prior to the
date of the taking of such proposed action or the date of
participation therein by the holders of the Preferred Shares and/or
Common Shares, whichever shall be the earlier.

	In case any event set forth in Section 11.1.2 or Section 13
shall occur, then, in any such case, (i) the Company shall as soon as
practicable thereafter give to the Rights Agent and to each holder of
a Right Certificate, in accordance with Section 25, a notice of the
occurrence of such event, which notice shall describe the event and
the consequences of the event to holders of Rights under
Section 11.1.2 and Section 13, and (ii) all references in this
Section 24 to Preferred Shares shall be deemed thereafter to refer to
Common Shares and/or, if appropriate, other securities.

	Notwithstanding anything in this Agreement to the contrary,
prior to the Distribution Date a filing by the Company with the
Securities and Exchange Commission shall constitute sufficient notice
to the holders of securities of the Company, including the Rights, for
purposes of this Agreement and no other notice need be given.

	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:

			AutoZone, Inc.
			123 South Front Street
			Memphis, TN  38103
			Attention:  Secretary

Subject to the provisions of Section 21 and Section 24, any notice or
demand authorized by this Agreement to be given or made by the Company
or by the holder of any Right Certificate to or on the Rights Agent
shall be sufficiently given or made if sent by first-class mail,
postage prepaid, addressed (until another address is filed in writing
with the Company) as follows:

			First Chicago Trust Company of New York
			a Division of EquiServe
			525 Washington Boulevard
			Jersey City, NJ  07310
			Attention:  Corporate Actions

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

	26 Supplements and Amendments.  For so long as the Rights
are then redeemable, the Company may in its sole and absolute
discretion, and the Rights Agent shall, if the Company so directs,
supplement or amend any provision of this Agreement in any respect
without the approval of any holders of Rights or Common Shares.  From
and after the time that the Rights are no longer redeemable, the
Company may, and the Rights Agent shall, if the Company so directs,
from time to time supplement or amend this Agreement without the
approval of any holders of Rights (i) to cure any ambiguity or to
correct or supplement any provision contained herein which may be
defective or inconsistent with any other provisions herein or (ii) to
make any other changes or provisions in regard to matters or questions
arising hereunder which the Company may deem necessary or desirable,
including but not limited to extending the Final Expiration Date;
provided, however, that no such supplement or amendment shall
adversely affect the interests of the holders of Rights as such (other
than an Acquiring Person or an Affiliate or Associate of an Acquiring
Person), and no such supplement or amendment may cause the Rights
again to become redeemable or cause this Agreement again to become
amendable other than in accordance with this sentence; provided
further, that the right of the Board of Directors to extend the
Distribution Date shall not require any amendment or supplement
hereunder.  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.  Without
limiting the foregoing, at any time prior to such time as any Person
becomes an Acquiring Person, the Company and the Rights Agent may
amend this Agreement to lower the thresholds set forth in Sections 1.1
and 3.1 to not less than the greater of (i) any percentage greater
than the largest percentage of the outstanding Common Shares then
known by the Company to be beneficially owned by any Person (other
than an Exempt Person) and (ii) 10%.

	27 Exchange.

	27.1 Exchange of Common Shares for Rights.  The Board of
Directors of the Company may, at its option, at any time after the
occurrence of a Trigger Event, exchange Common Shares for all or part
of the then outstanding and exercisable Rights (which shall not
include Rights that have become void pursuant to the provisions of
Section 11.1.2) by exchanging at an exchange ratio of one Common Share
per Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date hereof (such
amount per Right being hereinafter referred to as the "Exchange
Consideration").  Notwithstanding the foregoing, the Board of
Directors shall not be empowered to effect such exchange at any time
after any Acquiring Person shall have become the Beneficial Owner of
50% or more of the Common Shares then outstanding.  From and after the
occurrence of an event specified in Section 13.1, any Rights that
theretofore have not been exchanged pursuant to this Section 27.1
shall thereafter be exercisable only in accordance with Section 13 and
may not be exchanged pursuant to this Section 27.1.  The exchange 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.

	27.2 Exchange Procedures.  Immediately upon the action of
the Board of Directors of the Company ordering the exchange for any
Rights pursuant to Section 27.1 and without any further action and
without any notice, the right to exercise such Rights shall terminate
and the only right thereafter of a holder of such Rights shall be to
receive the Exchange Consideration.  The Company shall promptly give
public notice of any such exchange; provided, however, that the
failure to give, or any defect in, such notice shall not affect the
validity of such exchange.  The Company promptly shall mail a notice
of any such exchange to all of the holders of such Rights at their
last addresses as they appear upon the registry books of the Rights
Agent.  Any notice which is mailed in the manner herein provided shall
be deemed given, whether or not the holder receives the notice.  Each
such notice of exchange shall state the method by which the exchange
of the Common Shares for Rights will be effected and, in the event of
any partial exchange, the number of Rights which will be exchanged.
Any partial exchange shall be effected pro rata based on the number of
Rights (other than the Rights that have become void pursuant to the
provisions of Section 11.1.2) held by each holder of Rights.

	27.3 Insufficient Shares.  The Company may at its option
substitute, and, in the event that there shall not be sufficient
Common Shares issued but not outstanding or authorized but unissued to
permit an exchange of Rights for Common Shares as contemplated in
accordance with this Section 27, the Company shall substitute to the
extent of such insufficiency, for each Common Share that would
otherwise be issuable upon exchange of a Right, a number of Preferred
Shares or fraction thereof (or equivalent preferred stock, as such
term is defined in Section 11.2) such that the current per share
market price (determined pursuant to Section 11.4) of one Preferred
Share (or equivalent preferred share) multiplied by such number or
fraction is equal to the current per share market price of one Common
Share (determined pursuant to Section 11.4) as of the date of such
exchange.

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

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

	30 Determination and Actions by the Board of Directors.
The Board of Directors of the Company shall have the exclusive power
and authority to administer this Agreement and to exercise the rights
and powers specifically granted to the Board of Directors of the
Company or to the Company, or as may be necessary or advisable in the
administration of this Agreement, including, without limitation, the
right and power to (i) interpret the provisions of this Agreement and
(ii) make all determinations deemed necessary or advisable for the
administration of this Agreement (including, without limitation, a
determination to redeem or not redeem the Rights or amend this
Agreement).  All such actions, calculations, interpretations and
determinations (including, for purposes of clause (y) below, all
omissions with respect to the foregoing) that are done or made by the
Board of Directors of the Company in good faith shall (x) be final,
conclusive and binding on the Company, the Rights Agent, the holders
of the Rights, as such, and all other parties, and (y) not subject the
Board of Directors to any liability to the holders of the Rights.

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

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

	33 Counterparts.  This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.
34 Descriptive Heading.  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, as of the day and year first above
written.

							AUTOZONE, INC.


                                   By  /s/ Robert J. Hunt
                                       ----------------------------
                                        Name: Robert J. Hunt
                                        Title: Chief Financial Officer

							By  /s/ Harry L. Goldsmith
                                       ----------------------------
								Name: Harry L. Goldsmith
								Title:  Secretary



							FIRST CHICAGO TRUST COMPANY OF NEW YORK


							By  /s/ John H. Ruocco
                                       ------------------------------
								Name: John H. Ruocco
								Title: Senior Account Manager



												EXHIBIT A

								FORM OF
						CERTIFICATE OF DESIGNATIONS
								  of
				SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
								  of
							  AUTOZONE, INC.

					(Pursuant to Section 78.1955 of the
						Nevada Revised Statutes)
					  _____________________________

	AutoZone, Inc., a corporation organized and existing under
the laws of the State of Nevada (hereinafter called the
"Corporation"), hereby certifies that the following resolution was
adopted by the Board of Directors of the Corporation as required by
Section 78.1955 of the Nevada Revised Statutes at a meeting duly
called and held on March 21, 2000.

	RESOLVED, that pursuant to the authority granted to and
vested in the Board of Directors of this Corporation (hereinafter
called the "Board of Directors" or the "Board") in accordance with the
provisions of the Certificate of Incorporation of this Corporation,
the Board of Directors hereby creates a series of Preferred Stock, par
value $.001 per share (the "Preferred Stock"), of the Corporation and
hereby states the designation and number of shares, and fixes the
relative rights, powers and preferences, and qualifications,
limitations and restrictions thereof as follows:

	Section 1.	Designation and Amount.  The shares of such
series shall be designated as "Series A Junior Participating Preferred
Stock" (the "Series A Preferred Stock") and the number of shares
constituting the Series A Preferred Stock shall be 200,000.  Such
number of shares may be increased or decreased by resolution of the
Board of Directors; provided, that no decrease shall reduce the number
of shares of Series A Preferred Stock to a number less than the number
of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants
or upon the conversion of any outstanding securities issued by the
Corporation convertible into Series A Preferred Stock.

	Section 2.	Dividends and Distributions.

		(A)	Subject to the prior and superior rights of the
	holders of any shares of any class or series of stock of this
	Corporation ranking prior and superior to the Series A Preferred
	Stock with respect to dividends, the holders of shares of Series
	A Preferred Stock, in preference to the holders of Common Stock,
	par value $.01 per share (the "Common Stock"), of the
	Corporation, and of any other stock ranking junior to the Series
	A Preferred Stock, shall be entitled to receive, when, as and if
	declared by the Board of Directors out of funds legally available
	for the purpose, quarterly dividends payable in cash on the first
	day of March, June, September and December in each year (each
	such date being referred to herein as a "Quarterly Dividend
	Payment Date"), commencing on the first Quarterly Dividend
	Payment Date after the first issuance of a share or fraction of a
	share of Series A Preferred Stock, in an amount per share
	(rounded to the nearest cent) equal to the greater of (a) $1.00
	or (b) subject to the provision for adjustment hereinafter set
	forth, 1,000 times the aggregate per share amount of all cash
	dividends, and 1,000 times the aggregate per share amount
	(payable in kind) of all non-cash dividends or other
	distributions, other than a dividend payable in shares of Common
	Stock or a subdivision of the outstanding shares of Common Stock
	(by reclassification or otherwise), declared on the Common Stock
	since the immediately preceding Quarterly Dividend Payment Date
	or, with respect to the first Quarterly Dividend Payment Date,
	since the first issuance of any share or fraction of a share of
	Series A Preferred Stock. In the event the Corporation shall at
	any time declare or pay any dividend on the Common Stock payable
	in shares of Common Stock, or effect a subdivision, combination
	or consolidation of the outstanding shares of Common Stock (by
	reclassification or otherwise than by payment of a dividend in
	shares of Common Stock) into a greater or lesser number of shares
	of Common Stock, then in each such case the amount to which
	holders of shares of Series A Preferred Stock were entitled
	immediately prior to such event under clause (b) of the preceding
	sentence shall be adjusted by multiplying such amount by a
	fraction, the numerator of which is the number of shares of
	Common Stock outstanding immediately after such event and the
	denominator of which is the number of shares of Common Stock that
	were outstanding immediately prior to such event.

		(B)	The Corporation shall declare a dividend or
	distribution on the Series A Preferred Stock as provided in
	paragraph (A) of this Section 2 immediately after it declares a
	dividend or distribution on the Common Stock (other than a
	dividend payable in shares of Common Stock); provided that, in
	the event no dividend or distribution shall have been declared on
	the Common Stock during the period between any Quarterly Dividend
	Payment Date and the next subsequent Quarterly Dividend Payment
	Date, a dividend of $1.00 per share on the Series A Preferred
	Stock shall nevertheless be payable on such subsequent Quarterly
	Dividend Payment Date.

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

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

		(A)	Subject to the provision for adjustment hereinafter
	set forth, each share of Series A Preferred Stock shall entitle
	the holder thereof to 1,000 votes on all matters submitted to a
	vote of the stockholders of the Corporation.  In the event the
	Corporation shall at any time declare or pay any dividend on the
	Common Stock payable in shares of Common Stock, or effect a
	subdivision, combination or consolidation of the outstanding
	shares of Common Stock (by reclassification or otherwise than by
	payment of a dividend in shares of Common Stock) into a greater
	or lesser number of shares of Common Stock, then in each such
	case the number of votes per share to which holders of shares of
	Series A Preferred Stock were entitled immediately prior to such
	event shall be adjusted by multiplying such number by a fraction,
	the numerator of which is the number of shares of Common Stock
	outstanding immediately after such event and the denominator of
	which is the number of shares of Common Stock that were
	outstanding immediately prior to such event.

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

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

	Section 4.	Certain Restrictions.

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

			(i)	declare or pay dividends, or make any other
		distributions, on any shares of stock ranking junior (either
		as to dividends or upon liquidation, dissolution or winding
		up) to the Series A Preferred Stock;

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

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

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

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

	Section 5.	Reacquired Shares.  Any shares of Series A
Preferred Stock purchased or otherwise acquired by the Corporation in
any manner whatsoever shall be retired and canceled promptly after the
acquisition thereof.  All such shares shall upon their cancellation
become authorized but unissued shares of Preferred Stock and may be
reissued as part of a new series of Preferred Stock subject to the
conditions and restrictions on issuance set forth herein, in the
Certificate of Incorporation, or in any other Certificate of
Designations creating a series of Preferred Stock or any similar stock
or as otherwise required by law.

	Section 6.	Liquidation, Dissolution or Winding Up.

		(A) Upon any liquidation, dissolution or winding up of the Corporation,
	voluntary or otherwise no distribution shall be made (1) to the
	holders of shares of stock ranking junior (either as to dividends or
	upon liquidation, dissolution or winding up) to the Series A Preferred
	Stock unless, prior thereto, the holders of shares of Series A
	Preferred Stock shall have received an amount per share (the "Series A
	Liquidation Preference") equal to $1,000 per share, plus an amount
	equal to accrued and unpaid dividends and distributions thereon,
	whether or not declared, to the date of such payment, provided that
	the holders of shares of Series A Preferred Stock shall be entitled to
	receive an aggregate amount per share, subject to the provision for
	adjustment hereinafter set forth, equal to 1,000 times the aggregate
	amount to be distributed per share to holders of shares of Common
	Stock, or (2) to the holders of shares of stock ranking on a parity
	(either as to dividends or upon liquidation, dissolution or winding
	up) with the Series A Preferred Stock, except distributions made
	ratably on the Series A Preferred Stock and all such parity stock in
	proportion to the total amounts to which the holders of all such
	shares are entitled upon such liquidation, dissolution or winding up.
	 In the event the Corporation shall at any time declare or pay any
	dividend on the Common Stock payable in shares of Common Stock, or
	effect a subdivision, combination or consolidation of the outstanding
	shares of Common Stock (by reclassification or otherwise than by
	payment of a dividend in shares of Common Stock) into a greater or
	lesser number of shares of Common Stock, then in each such case the
	aggregate amount to which holders of shares of Series A Preferred
	Stock were entitled immediately prior to such event under the proviso
	in clause (1) of the preceding sentence shall be adjusted by
	multiplying such amount by a fraction the numerator of which is the
	number of shares of Common Stock outstanding immediately after such
	event and the denominator of which is the number of shares of Common
	Stock that are outstanding immediately prior to such event.

		(B)	In the event, however, that there are not sufficient
	assets available to permit payment in full of the Series A
	Liquidation Preference and the liquidation preferences of all
	other classes and series of stock of the Corporation, if any,
	that rank on a parity with the Series A Preferred Stock in
	respect thereof, then the assets available for such distribution
	shall be distributed ratably to the holders of the Series A
	Preferred Stock and the holders of such parity shares in
	proportion to their respective liquidation preferences.

		(C)	Neither the merger or consolidation of the Corporation
	into or with another corporation nor the merger or consolidation
	of any other corporation into or with the Corporation shall be
	deemed to be a liquidation, dissolution or winding up of the
	Corporation within the meaning of this Section 6.

	Section 7.	Consolidation, Merger, etc.  In case the
Corporation shall enter into any consolidation, merger, combination or
other transaction in which the shares of Common Stock are exchanged
for or changed into other stock or securities, cash and/or any other
property, then in any such case each share of Series A Preferred Stock
shall at the same time be similarly exchanged or changed into an
amount per share, subject to the provision for adjustment hereinafter
set forth, equal to 1,000 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the
case may be, into which or for which each share of Common Stock is
changed or exchanged.  In the event the Corporation shall at any time
declare or pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision, combination or consolidation of
the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock)
into a greater or lesser number of shares of Common Stock, then in
each such case the amount set forth in the preceding sentence with
respect to the exchange or change of shares of Series A Preferred
Stock shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately
prior to such event.

	Section 8.	No Redemption.  The shares of Series A Preferred
Stock shall not be redeemable by the Company.

	Section 9.	Rank.  The Series A Preferred Stock shall rank,
with respect to the payment of dividends and the distribution of
assets upon liquidation, dissolution or winding up, junior to all
series of any other class of the Corporation's Preferred Stock, except
to the extent that any such other series specifically provides that it
shall rank on a parity with or junior to the Series A Preferred Stock.

	Section 10.	Amendment.  At any time any shares of
Series A Preferred Stock are outstanding, neither the Articles of
Incorporation nor the Certificate of Designations of the Corporation
shall be amended in any manner which would materially alter or change
the powers, privileges, preferences or special rights of the Series A
Preferred Stock so as to affect them adversely without the affirmative
vote of the holders of at least two-thirds of the outstanding shares
of Series A Preferred Stock, voting separately as a single class.  No
approval of any class or series of stock of the Corporation which,
before amendment, is senior to the Series A Preferred Stock as to the
payment of distributions upon dissolution of the Corporation
(regardless of any limitations or restrictions on the voting power of
that class or series) shall be required for any amendment to this
Certificate of Designations.

	Section 11.	Fractional Shares.  Series A Preferred
Stock may be issued in fractions of a share that shall entitle the
holder, in proportion to such holder's fractional shares, to exercise
voting rights, receive dividends, participate in distributions and to
have the benefit of all other rights of holders of Series A Preferred
Stock.


	IN WITNESS WHEREOF, this Certificate of Designations is
executed on behalf of the Corporation by the undersigned this 21st day
of March, 2000.

						By
							---------------------------
							Name:  Harry L. Goldsmith
							Title:  Senior Vice President

						By
							---------------------------
							Name:  Donald R. Rawlins
							Title:  Assistant Secretary


STATE OF TENNESSEE	)
				)	ss.
COUNTY OF SHELBY	)

	This instrument was acknowledged before me on March 21, 2000, by
Harry L. Goldsmith as Senior Vice President and Donald R. Rawlins as
Assistant Secretary of AutoZone, Inc.


					-----------------------------
					Signature of Notarial Officer



My commission expires:


										EXHIBIT B

				[Form of Right Certificate]

Certificate No. R-						_______ Rights

	NOT EXERCISABLE AFTER MARCH 21, 2010 OR EARLIER IF NOTICE OF
	REDEMPTION OR EXCHANGE IS GIVEN OR IF THE COMPANY IS MERGED
	OR ACQUIRED PURSUANT TO AN AGREEMENT OF THE TYPE DESCRIBED
	IN SECTION 1.3(ii)(A)(z) OF THE AGREEMENT.  THE RIGHTS ARE
	SUBJECT TO REDEMPTION AT $.001 PER RIGHT, AND TO EXCHANGE ON
	THE TERMS SET FORTH IN THE AGREEMENT.  UNDER CERTAIN
								    -------------
	CIRCUMSTANCES (SPECIFIED IN SECTION 11.1.2 OF THE
     -------------------------------------------------
	AGREEMENT), RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO
     ----------------------------------------------------------
	AN ACQUIRING PERSON (AS DEFINED IN THE AGREEMENT), OR ANY
     ---------------------------------------------------------
	SUBSEQUENT HOLDER OF SUCH RIGHTS WILL BECOME NULL AND VOID
     ----------------------------------------------------------
	AND WILL NO LONGER BE TRANSFERABLE.
     -----------------------------------


                          Right Certificate
                           AUTOZONE, INC.

	This certifies that                           , or
registered assigns, is the registered owner of the number of Rights
set forth above, each of which entitles the owner thereof, subject to
the terms, provisions and conditions of the Rights Agreement, dated as
of March 21, 2000, as the same may be amended from time to time (the
"Agreement"), between AutoZone, Inc., a Nevada corporation (the
"Company"), and First Chicago Trust Company of New York, a
_____________ corporation, as Rights Agent (the "Rights Agent"), to
purchase from the Company at any time after the Distribution Date and
prior to 5:00 P.M. (New York City time) on March 21, 2010, at the
offices of the Rights Agent, or its successors as Rights Agent,
designated for such purpose, one one-thousandth of a fully paid,
nonassessable share of Series A Junior Participating Preferred Stock,
par value $.001 per share (the "Preferred Shares") of the Company, at
a purchase price of $125 per one one-thousandth of a Preferred Share,
subject to adjustment (the "Purchase Price"), upon presentation and
surrender of this Right Certificate with the Form of Election to
Purchase and certification duly executed.  The number of Rights
evidenced by this Right Certificate (and the number of one one-
thousandths of a Preferred Share which may be purchased upon exercise
thereof) set forth above, and the Purchase Price set forth above, are
the number and Purchase Price as of ________, ____ based on the
Preferred Shares as constituted at such date.  Capitalized terms used
in this Right Certificate without definition shall have the meanings
ascribed to them in the Agreement.  As provided in the Agreement, the
Purchase Price and the number of Preferred Shares which may be
purchased upon the exercise of the Rights evidenced by this Right
Certificate are subject to modification and adjustment upon the
happening of certain events.

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

	This Right Certificate, with or without other Right
Certificates, upon surrender at the 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 one
one-thousandths of a Preferred Share 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 Agreement, the Board of
Directors may, at its option, (i) redeem the Rights evidenced by this
Right Certificate at a redemption price of $.001 per Right or
(ii) exchange Common Shares for the Rights evidenced by this
Certificate, in whole or in part.

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

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

	If any term, provision, covenant or restriction of the
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 the Agreement shall
remain in full force and effect and shall in no way be affected,
impaired or invalidated.

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

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



Attest:						AUTOZONE, INC.
By ______________________		By _________________________________
	Title:						Title:


Countersigned:

FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent


By_____________________________
	Authorized Signature



                    [Form of Reverse Side of Right Certificate]

                              FORM OF ASSIGNMENT

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

FOR VALUE RECEIVED
hereby sells, assigns and transfers unto


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

Dated:


Signature


Signature Guaranteed:

Signatures must be guaranteed by an "eligible guarantor
institution" as defined in Rule 17Ad-15 promulgated under the
Securities Exchange Act of 1934, as amended.


The undersigned hereby certifies that:

(1)	the Rights evidenced by this Right Certificate are not
beneficially owned by and are not being assigned to an Acquiring
Person or an Affiliate or an Associate thereof; and

(2)	after due inquiry and to the best knowledge of the
undersigned, the undersigned 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 thereof.

Dated:


Signature



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

To: AutoZone, Inc.

	The undersigned hereby irrevocably elects to exercise
__________________ Rights represented by this Right Certificate to
purchase the Preferred Shares issuable upon the exercise of such
Rights (or such other securities or property 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 print name and address)
____________________________________________________________

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

Please insert social security
or other identifying number
____________________________________________________________
		(Please print name and address)
____________________________________________________________


Dated: __________________


Signature


Signature Guaranteed:

Signatures must be guaranteed by an "eligible guarantor
institution" as defined in Rule 17Ad-15 promulgated under the
Securities Exchange Act of 1934, as amended.

The undersigned hereby certifies that:

	(1)	the Rights evidenced by this Right Certificate are not
beneficially owned by and are not being assigned to an Acquiring
Person or an Affiliate or an Associate thereof; and

	(2)	after due inquiry and to the best knowledge of the
undersigned, the undersigned 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 thereof.

Dated:_______________


Signature

                              NOTICE

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

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



											EXHIBIT C
						AUTOZONE, INC.
					   SUMMARY OF RIGHTS


Form of Security			The Board of Directors has declared a
						dividend of one preferred share purchase
						right for each outstanding share of
						AutoZone's Common Stock, payable to holders
						of record as of the close of business on
						April 14, 2000 (each a "Right" and
						collectively, the "Rights").

Certificates and
Transfer					No separate certificates will be issued for
						the Rights at this time.  Prior to the
						Distribution Date, the Rights will be
						evidenced by certificates for and will be
						transferred with the Common Stock, and the
						registered holders of the Common Stock will
						be deemed to be the registered holders of
						the Rights.

						After the Distribution Date, the Rights
						Agent will mail separate certificates
						evidencing the Rights to each record holder
						of the Common Stock as of the close of
						business on the Distribution Date, and
						thereafter the Rights will be transferable
						separately from the Common Stock.

Exercise					Prior to the Distribution Date, the Rights
						will not be exercisable.

          				After the Distribution Date, prior to the
						occurrence of an event described below
						under "Flip-In" and "Flip-Over", each Right
						will be exercisable to purchase, for
						$125.00 (the "Purchase Price"), one one-
						thousandth of a share of AutoZone's Series
						A Junior Participating Preferred Stock, par
						value $0.001 per share.

Flip-In					If any person or group (other than as set
						forth in the following sentence) becomes
						the beneficial owner of 15% or more of
						AutoZone's Common Stock (such person or
						group, an "Acquiring Person"), then each
						Right (other than Rights beneficially owned
						by the Acquiring Person and certain
						affiliated persons) will entitle the holder
						to purchase, for the Purchase Price, a
						number of shares of the AutoZone's Common
						Stock having a market value of twice the
						Purchase Price.

						Any person who was, as of the close of
						business on March 21, 2000, the beneficial
						owner of 15% or more of AutoZone's Common
						Stock outstanding on such date shall not be
						deemed to be an "Acquiring Person" for
						purposes of the Rights Agreement so long as
						neither such person nor any of its
						affiliates or associates becomes the
						beneficial owner of any additional shares
						of Common Stock.

Flip-Over					If, after any person has become an
						Acquiring Person, (1) AutoZone is involved
						in a merger or other business combination
						in which AutoZone is not the surviving
						corporation or its Common Stock is
						exchanged for other securities or assets or
						(2) AutoZone and/or one or more of its
						subsidiaries sell or otherwise transfer
						assets or earning power aggregating more
						than 50% of the assets or earning power of
						AutoZone and its subsidiaries, taken as a
						whole, then each Right will entitle the
						holder to purchase, for the Purchase Price,
						a number of shares of common stock of the
						other party to such business combination or
						sale (or in certain circumstances, an
						affiliate) having a market value of twice
						the Purchase Price.

Exchange					At any time after any person becomes an
						Acquiring Person but before any person
						becomes the beneficial owner of 50% or more
						of AutoZone's Common Stock, AutoZone may
						exchange all or part of the Rights (other
						than the Rights beneficially owned by the
						Acquiring Person and certain affiliated
						persons) for shares of Common Stock at an
						exchange ratio of one share of Common Stock
						per Right.

Redemption				The Board of Directors may redeem all of
						the Rights at a price of $0.001 per Right
						at any time prior to the time that any
						person becomes an Acquiring Person.

Expiration				The Rights will expire on March 21, 2010,
						unless earlier exchanged or redeemed.

Amendments				For so long as the Rights are redeemable,
						the Rights Agreement may be amended in any
						respect by AutoZone's Board of Directors.

						At any time after the Rights are no longer
						redeemable, the Rights Agreement may be
						amended by the Board of Directors in any
						respect that does not (i) adversely affect
						the Rights holders (other than any
						Acquiring Person and certain affiliated
						persons), (ii) cause the Rights Agreement
						again to become amendable other than in
						accordance with this paragraph or (iii)
						cause the Rights again to become
						redeemable.

Voting Rights				Rights holders have no rights as an
						AutoZone stockholder separate from those as
						a stockholder, including the right to vote
						and to receive dividends.

Antidilution Provisions		The Rights Agreement includes
						antidilution provisions designed to prevent
						efforts to diminish the efficacy of the
						Rights.

Taxes					While the dividend of the Rights will not
						be taxable to stockholders or to AutoZone,
						stockholders or AutoZone may, depending
						upon the circumstances, recognize taxable
						income in the event that the Rights become
						exercisable.

					_______________________

A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to a Registration Statement on Form
8-A, a copy of which may be found on the SEC's EDGAR database at
www.sec.gov.  A copy of the Rights Agreement is also available free of
charge to AutoZone's stockholders by writing to Investor Relations,
AutoZone, Inc., P.O. Box 2198, Dept. 8501, Memphis, TN 38101-2198.
This summary description of the Rights is not complete and is
qualified by reference to the Rights Agreement, as may be amended from
time to time, the terms of which are incorporated by reference.
					_______________________


Distribution Date generally means the earlier of:

(1)	the 10th day after public announcement that any person or group has become
	an Acquiring Person (which, as described under "Flip-In" below, generally
	means the beneficial owner of 15% or more of the Company's Common Stock),
	and

(2)	the 10th business day after the date of the commencement or announcement
	of an intention to make a tender or exchange offer by any person which
	would, if consummated, result in such person becoming an Acquiring Person.

EX-99

EXHIBIT 99

(AUTOZONE(R) Logo)

123 South Front Street · Memphis, TN · 38103-3607 · (901) 495-6500 · Fax: (901) 495-8300
 

News: For Immediate Release	Financial Contact: Emma Jo Kauffman (901) 495-7005
	Media contact: Eric Epperson (901) 495-7307

AUTOZONE BOARD APPROVES STOCKHOLDER RIGHTS PLAN

MEMPHIS, Tenn (March 21, 2000) -- AutoZone, Inc. (NYSE: AZO), announced today that its Board of Directors has declared a dividend distribution of one Preferred Share Purchase Right on each outstanding share of AutoZone common stock. Subject to limited exceptions, the Rights will be exercisable if a person or group acquires 15% or more of AutoZone's common stock or announces a tender offer for 15% or more of the common stock. Under certain circumstances, each Right will entitle stockholders to buy one one-thousandth of a share of AutoZone's newly created Series A Junior Participating Preferred Stock at an exercise price of $125. AutoZone's Board will be entitled to redeem the Rights at $.001 per Right at any time before a person has acquired 15% or more of the outstanding common stock.

The Rights are designed to assure that all AutoZone stockholders receive fair and equal treatment in the event of any proposed takeover and to guard against partial tender offers, open market accumulations and other abusive tactics to gain control of AutoZone without paying all stockholders a control premium. The Rights are not being distributed in response to any specific effort to acquire control of AutoZone. They do not prevent a takeover, but should encourage anyone seeking to acquire AutoZone to negotiate with its Board of Directors prior to attempting a takeover. Initially, the Rights will automatically attach to AutoZone's common stock and will not be transferable separately.

If a person acquires 15% or more of AutoZone's common stock, each Right will entitle its holder to purchase, at the Right's then-current exercise price, a number of AutoZone's common shares having a market value at that time of twice the Right's exercise price. Rights held by a person who acquires 15% or more of the outstanding common stock will become void and will not be exercisable to purchase shares at the bargain purchase price. If AutoZone is acquired in a merger or other business combination transaction which has not been approved by the Board of Directors, each Right will entitle its holder to purchase, at the Right's then-current exercise price, a number of the acquiring company's common shares having a market value at that time of twice the Right's exercise price.

The dividend distribution to establish the new Rights Plan will be payable to stockholders of record on April 14, 2000. The Rights will expire in ten years. The Rights distribution is not taxable to stockholders.

Further details of the Rights plan will be mailed to all AutoZone stockholders.

Separately, the Board of Directors has also amended AutoZone's Bylaws to require that any action of the stockholders be taken only at an annual or special stockholder's meeting, and that special meetings may only be called by the Chairman, the President, or a majority of the members of the Board of Directors.

AutoZone sells auto and light truck parts, chemicals and accessories through 2,837 AutoZone stores in 40 states in the U.S. plus the District of Columbia and 11 AutoZone stores in Mexico. AutoZone also sells heavy-duty truck parts through 47 TruckPro stores in 14 states, and automotive diagnostic and repair software through ALLDATA and diagnostic and repair information through alldatadiy.com.
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