EXHIBIT 4.6


                               FORM OF RESOLUTION
                     DESIGNATING SERIES OF PREFERRED STOCK


     "RESOLVED, That pursuant to the authority conferred upon the Corporate
Securities Committee of the Board of Directors of this Company by the Board of
Directors, the Bylaws and Article Six of the Restated Articles of Incorporation
of this Company, the Corporate Securities Committee hereby creates a new series
of Preferred Stock of the Company which shall consist of ______________
(__________) shares of no par value (stated value of $______ per share), which
shall be designated and known as "____________________ (herein called
"____________________"), and that in addition to the preferences, rights, voting
powers and the restrictions or qualifications of all shares of Preferred Stock,
regardless of series, described and expressed in the Restated Articles of
Incorporation of the Company, the Board of Directors hereby declares that the
shares of the ____________________ shall have the terms, conditions, rights and
preferences, as follows:

     1.  Dividend Rate.  [The dividend rate on the shares of
_____________________ shall be _______________.]  [Insert description of any
adjustable or floating dividend rate.]  [The amount of dividends payable for the
initial dividend period or any period shorter than a full quarterly dividend
period shall be computed on the basis of 30-day months and a 360-day year.]

     2.  Involuntary Liquidation.  In the event of any involuntary liquidation,
dissolution or winding up of the Company, the holders of the
_____________________ shall be entitled to receive [$_____ per share] (which
amount shall be deemed to be its stated value on involuntary liquidation) plus
accrued dividends to the date of distribution, whether or not earned or
declared.

     3.  Voluntary Liquidation.  In the event of any voluntary liquidation,
dissolution or winding up of the Company, the holders of the
____________________ shall be entitled to receive [$_______ per share] plus an
amount equal to the accrued dividends thereon to the date of distribution,
whether or not earned or declared.

     4.  [Optional] [Mandatory] Redemption [Non-Redeemable].  [The
___________________ will not be redeemable prior to __________.  Thereafter,]
the Company shall have the option to redeem the whole or any part of the
___________________ at any time on at least thirty day's notice in accordance
with the provisions of Paragraph 3, c, (i) of Division A of Article Six of the
Restated Articles of Incorporation at [$_______ per share] [the following
redemption prices, together with any accrued dividends to the date of such
redemption:

 



If Redeemed During                        If Redeemed During
   the 12-month          Per Share           the 12-month         Per Share
 Period Ending on        Redemption        Period Ending on       Redemption
   ___________,            Price              ___________,           Price
- ----------------------------------------------------------------------------
                                                         
                           $                                        $
     ____                                        ____
     ____                                        ____
     ____                                        ____
                                                 ____ and thereafter.]


[The ____________________ shall not be redeemed by the Corporation at any time],
together with any accrued dividends to the date of such redemption. [Insert any
mandatory redemption provision.]

     [5.  So long as any shares of the ____________________ are outstanding,
shares of the _____________________ which are purchased, redeemed or otherwise
acquired by the Company shall not be reissued, or otherwise disposed of, as
shares of ____________________ Stock.]

     6.  [Conversion or Exchange.]  [The ____________________ shall not have any
conversion or exchange rights.] [Insert description of any conversion or
exchange rights.]

     7.  [Voting Rights.]  [The ____________________ shall have no voting rights
other than the voting rights set forth in the Restated Articles of Incorporation
of the Company or as otherwise provided by Texas law.] [Insert description of
any additional voting rights.]

     "RESOLVED, That the President or any Vice President together with the
Secretary or any Assistant Secretary, be and hereby they are authorized and
directed to prepare, execute and deliver to the Secretary of State of Texas for
filing all certificates or other documents as may be required under the laws of
the State of Texas in order to give effect to the foregoing resolutions."


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