Common use of W I T N E S S E T H WHEREAS Clause in Contracts

W I T N E S S E T H WHEREAS. on January 21, 1999 (the "Rights Dividend Declaration Date"), the Board of Directors of the Company authorized and declared a dividend distribution of one Right (as hereinafter defined) for each share of common stock, par value $0.01 per share, of the Company (the "Common Stock") outstanding at the close of business on February 16, 1999 (the "Record Date"), and has authorized the issuance of one Right (as such number may hereinafter be adjusted pursuant to the provisions of Section 11(i) or Section 11(p) hereof) for each share of Common Stock of the Company issued between the Record Date (whether originally issued or delivered from the Company's treasury) and the Distribution Date (as hereinafter defined) each Right initially representing the right to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock of the Company (the "Preferred Stock") having the rights, powers and preferences set forth in the form of Certificate of Designation, Preferences and Rights attached hereto as Exhibit A, upon the terms and subject to the conditions hereinafter set forth (the "Rights");

W I T N E S S E T H WHEREAS. on January 21May 12, 1999 1998 (the "Rights Dividend Declaration Date"), the Board of Directors of the Company authorized and declared a dividend distribution of one Right (as hereinafter defined) for each share of common stock, par value $0.01 per share, of the Company (the "Common Stock") outstanding at the close of business on February 16May 20, 1999 1998 (the "Record Date"), and has authorized the issuance of one Right (as such number may hereinafter be adjusted pursuant to the provisions of Section 11(i) or Section 11(p) hereof) for each share of Common Stock of the Company issued between the Record Date (whether originally issued or delivered from the Company's treasury) and the Distribution Date (as hereinafter defined) each Right initially representing the right to purchase one one-hundredth thousandth of a share of Series A B Junior Participating Preferred Stock of the Company (the "Preferred Stock") having the rights, powers and preferences set forth in the form of Certificate of Designation, Preferences and Rights attached hereto as Exhibit A, upon the terms and subject to the conditions hereinafter set forth (the "Rights");

W I T N E S S E T H WHEREAS. on January 21December 3, 1999 1998 (the "Rights Dividend Declaration Date"), the Board of Directors of the Company authorized and declared a dividend distribution of one Right (as hereinafter defined) for each share of common stock, par value $0.01 .01 per share, of the Company (the "Common Stock") outstanding at the close of business on February 16December 15, 1999 1998 (the "Record Date"), and has authorized the issuance of one Right (as such number may hereinafter be adjusted pursuant to the provisions of Section 11(i) or Section 11(p) hereof) for each share of Common Stock of the Company issued between the Record Date (whether originally issued or delivered from the Company's treasury) and the Distribution Date (as hereinafter defined) each Right initially representing the right to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock of the Company (the "Preferred Stock") having the rights, powers and preferences set forth in the form of Certificate of Designation, Preferences and Rights attached hereto as Exhibit A, upon the terms and subject to the conditions hereinafter set forth (the "Rights");

W I T N E S S E T H WHEREAS. on January 21February 13, 1999 1998, (the "Rights Dividend Declaration Date"), the Board of Directors of the Company (the "Board") authorized and declared a dividend distribution of one Right (as hereinafter defined) for each share of common stock, par value $0.01 per share, Common Stock (as hereinafter defined) of the Company (the "Common Stock") outstanding at the close of business on February 1613, 1999 1998 (the "Record Date"), ) and has authorized the issuance of one Right (as such number may hereinafter hereafter be adjusted pursuant to the provisions of Section 11(i) or Section 11(p) hereof) for each share of Common Stock of the Company issued between the Record Date (whether originally issued or delivered from the Company's treasury) and the Distribution Date (as hereinafter defined) and under certain circumstances thereafter, each Right initially representing the right to purchase one one-hundredth of a share of Series A Junior Participating Preferred Common Stock of the Company (the "Preferred Stock") having the rights, powers and preferences set forth in the form of Certificate of Designation, Preferences and Rights attached hereto as Exhibit ACompany, upon the terms and subject to the conditions hereinafter set forth (the "Rights");

W I T N E S S E T H WHEREAS. on January 21March 8, 1999 (the "Rights Dividend Declaration Date")1986, the Board of Directors Direc- tors of the Company authorized and declared a dividend distribution of one 1986 Right (as hereinafter defined) for each share of common stock, par value $0.01 0.25 per share, of the Company (the "Common Stock") outstanding at the close of business busi- ness on February 16March 21, 1999 1986 (the "1986 Record Date"), and has authorized the issuance of one 1986 Right (as such number may hereinafter be was subsequently adjusted pursuant to the provisions of Section 11(i) or Section 11(p) hereofof the Rights Agreement, dated as of March 8, 1986 (the "1986 Agreement"), as amended and re- stated as of December 16, 1987 (as so amended and restated, the "1987 Agreement"), between the Company and the Rights Agent) for each share of Common Stock common stock, par value $0.25 per share, of the Company issued between the 1986 Record Date (whether originally issued or delivered from the Company's treasury) and the Distribution Date (as hereinafter defined) defined in the 1986 Agreement, as amended by the 1987 Agreement), each 1986 Right initially representing the right to purchase one one-hundredth of a share of Series A C Junior Participating Preferred Stock of the Company (the "Preferred Stock") having the rights, powers and preferences set forth in the form of Certificate of Designation, Preferences and Rights of Series C Junior Participating Preferred Stock of the Company, as filed with the Secretary of State of the State of Delaware on March 11, 1986 (a form of which was attached hereto as Exhibit AA to the 1986 Agreement), upon the terms and subject to the conditions hereinafter set forth in the 1986 Agreement, as amended by the 1987 Agreement, (the "1986 Rights");

W I T N E S S E T H WHEREAS. on January 21March 25, 1999 1998, (the "Rights Dividend Declaration Date"), the Board of Directors of the Company authorized and declared a dividend distribution of one Right for each share of Common Stock (as hereinafter defined) for each share of common stock, par value $0.01 per share, of the Company (the "Common Stock") outstanding at the close of business on February 16April 17, 1999 1998 (the "Record Date"), and has authorized the issuance of one Right (as such number may hereinafter hereafter be adjusted pursuant to the provisions of Section 11(i) or Section 11(p) hereof) for each share of Common Stock of the Company issued between the Record Date (whether originally issued or delivered from the Company's treasury) and the Distribution Date (as hereinafter defined) ), each Right initially representing the right to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock of the Company (the "Preferred Stock") having the rights, powers and preferences set forth in the form of Certificate of Designation, Preferences and Rights Exhibit A attached hereto as Exhibit Ahereto, upon the terms and subject to the conditions hereinafter set forth (the "Rights");

W I T N E S S E T H WHEREAS. on January 21November 25, 1999 1997 (the "Rights Dividend Declaration Date"), the Board of Directors of the Company authorized and declared a dividend distribution of one Right (as hereinafter defined) for each share of common stock, par value $0.01 1.00 per share, of the Company (the "Common Stock") outstanding at the close of business on February 16December 17, 1999 1997 (the "Record Date"), and has authorized the issuance of one Right (as such number may be hereinafter be adjusted pursuant to the provisions of Section 11(i) or Section 11(p) hereof) for each share of Common Stock of the Company issued between the Record Date (whether originally issued or delivered from the Company's treasury) and the Distribution Date (as hereinafter defined) and, in certain circumstances provided in Section 22 hereof, after the Distribution Date, each Right initially representing the right to purchase one one-hundredth of a share of Series A D Junior Participating Preferred Stock of the Company (the "Preferred Stock") of the Company having the rights, powers and preferences set forth in the form of Certificate of Designation, Preferences and Rights Exhibit A attached hereto as Exhibit Ahereto, upon the terms and subject to the conditions hereinafter set forth (the "Rights");; and

W I T N E S S E T H WHEREAS. on January 21November 4, 1999 1997 (the "Rights Dividend Declaration Date"), the Board of Directors of the Company authorized and declared a dividend distribution of one Right (as hereinafter defined) for each share of common stock, par value $0.01 0.10 per share, of the Company (the "Common Stock") outstanding at the close of business on February 16November 17, 1999 1997 (the "Record Date"), and has authorized the issuance of one Right (as such number may be hereinafter be adjusted pursuant to the provisions of Section 11(i) or Section 11(p) hereof) for each share of Common Stock of the Company issued between the Record Date (whether originally issued or delivered from the Company's treasury) and the Distribution Date (as hereinafter defined) and, in certain circumstances provided in Section 22 hereof, after the Distribution Date, each Right initially representing the right to purchase one one-hundredth one- thousandth of a share of Series A C Junior Participating Preferred Stock of the Company (the "Preferred Stock") of the Company having the rights, powers and preferences set forth in the form of Certificate of Designation, Preferences and Rights Exhibit A attached hereto as Exhibit Ahereto, upon the terms and subject to the conditions hereinafter set forth (the "Rights");.

W I T N E S S E T H WHEREAS. on January 21August 10, 1999 1998 (the "Rights Dividend Declaration Date"), the Board of Directors of the Company authorized and declared a dividend distribution of one Right (as hereinafter defined) for each share of common stock, par value $0.01 .01 per share, of the Company (the "Common Stock") outstanding at the close of business on February 16August 24, 1999 1998 (the "Record Date"), and has authorized the issuance of one Right (as such number may be hereinafter be adjusted pursuant to the provisions of Section 11(i) or Section 11(p) hereof) for each share of Common Stock of the Company issued between the Record Date (whether originally issued or delivered from the Company's treasury) and the Distribution Date (as hereinafter defined) and, in certain circumstances provided in Section 22 hereof, after the Distribution Date, each Right initially representing the right to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock of the Company (the "Preferred Stock") of the Company having the rights, powers and preferences set forth in the form of Certificate of DesignationDesignations, Preferences and Rights of Series A Junior Participating Stock attached hereto as Exhibit A, upon the terms and subject to the conditions hereinafter set forth A (the "Rights");.

W I T N E S S E T H WHEREAS. on January 21February 24, 1999 1996 (the "Rights Dividend Declaration Date"), the Board of Directors of the Company authorized and declared a dividend distribution of one Right (as hereinafter defined) for each share of common stock, par value $0.01 1.00 per share, of the Company (the "Common Stock") outstanding at the close of business on February 16March 11, 1999 1996 (the "Record Date"), and has authorized the issuance of one Right (as such number may hereinafter be adjusted pursuant to the provisions of Section 11(i) or Section 11(p) hereof) for each share of Common Stock of the Company issued between the Record Date (whether originally issued or delivered from the Company's treasury) and the Distribution Date (as hereinafter defined) Date, each Right initially representing the right to purchase one one-hundredth of a share of Series A Junior Participating Partici- pating Preferred Stock of the Company (the "Preferred Stock") of the Company having the rights, powers and preferences set forth in the form of Certificate of Designation, Preferences and Rights Exhibit A attached hereto as Exhibit Ahereto, upon the terms and subject to the conditions hereinafter set forth (the "Rights");

W I T N E S S E T H WHEREAS. on January 21April 29, 1999 (the "Rights Dividend Declaration Date"), the Board of Directors of the Company authorized and declared a dividend distribution of one Right (as hereinafter defined) for each share of common stockClass A Common Stock, par value $0.01 per share, of the Company (the "Common Stock") outstanding at the close of business on February 16May 10, 1999 (the "Record Date"), and has authorized the issuance of one Right (as such number may hereinafter be adjusted pursuant to the provisions of Section 11(i) or Section 11(p) hereof) for each share of Common Stock of the Company issued between the Record Date (whether originally issued or delivered from the Company's treasury) and the Distribution Date (as hereinafter defined) ), each Right initially representing the right to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock of the Company (the "Preferred Stock") having the rights, powers and preferences set forth in the form of Certificate of Designation, Preferences and Rights attached hereto as Exhibit A, upon the terms and subject to the conditions hereinafter set forth (the "Rights");

W I T N E S S E T H WHEREAS. on January 21February 10, 1999 (the "Rights Dividend Declaration Date"), the Board of Directors of the Company authorized and declared a dividend distribution of one Right (as hereinafter defined) for each share of common stock, par value $0.01 per share, of the Company (the "Common Stock") outstanding at the close of business on February March 16, 1999 (the "Record Date"), ) and has authorized and directed the issuance of one Right (as such number may be hereinafter be adjusted pursuant to the provisions of Section 11(i) or Section 11(p) hereof) for each share of Common Stock of the Company issued between the Record Date (whether originally issued or delivered from the Company's treasury) and the Distribution Date (as hereinafter defined) and, in certain circumstances provided in Section 22 hereof, after the Distribution Date, each Right initially representing the right to purchase one one-hundredth thousandth of a share of Series A Junior Participating Preferred Stock Stock, par value $.01 per share, of the Company (the "Preferred Stock") having the rights, powers and preferences set forth in the form of Certificate of Designation, Preferences and Rights Exhibit A attached hereto as Exhibit Ahereto, upon the terms and subject to the conditions hereinafter set forth (the "Rights");.

W I T N E S S E T H WHEREAS. on January 21November 12, 1999 1998, the Board of Directors of the Company authorized and declared, subject to certain conditions which were satisfied on November 27, 1998 (the "Rights Dividend Declaration Date"), the Board of Directors of the Company authorized and declared a dividend distribution of one Right (as hereinafter defined) for each share of common stock, par value $0.01 .01 per share, of the Company (the "Common Stock") outstanding at the close of business on February 16December 11, 1999 1998 (the "Record Date"), and has authorized the issuance of one Right (as such number may hereinafter be adjusted pursuant to the provisions of Section 11(i) or Section 11(p) hereof) for each share of Common Stock of the Company issued between the Record Date (whether originally issued or delivered from the Company's treasury) and the Distribution Date (as hereinafter defined) each Right initially representing the right to purchase one one-hundredth thousandth of a share of Series A Junior Participating Preferred Stock of the Company (the "Preferred Stock") having the rights, powers and preferences set forth in the form of Certificate of Designation, Preferences and Rights attached hereto as Exhibit A, upon the terms and subject to the conditions hereinafter set forth (the "Rights");