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 February 13, 1996, the Board of Directors of the Company authorized and declared a dividend distribution of one Right (as such term is hereinafter defined) for each share of common stock, without par value, of the Company (the "Common Stock") outstanding at the close of business on March 25, 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(p) hereof) for each share of Common Stock of the Company issued between the Record Date (whether originally issued or delivered from the Company's treasury) and the Distribution Date (as such term is defined in Section 3 hereof) and, in certain circumstances, as provided in Section 22 hereof, each Right initially representing the right to purchase one share of Common Stock 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 February 1315, 19961999 (the "Rights Dividend Declaration Date"), the Board of Directors of the Company authorized and declared a dividend distribution of one Right (as such term is hereinafter defined) for each share of common stock, without par valuevalue $1.00 per share, of the Company (the "Common Stock") outstanding at the close of business on March 25April 1, 1996 1999 (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(p11(i) hereof) for each share of Common Stock of the Company issued between the Record Date (whether originally issued or delivered from the Company's treasury) and the Distribution Date (as such term is defined in Section 3 hereof) and, in certain circumstances, as circumstances provided in Section 22 hereof, after the Distribution Date, each Right initially representing the right to purchase one share of Common Stock 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 February 13March 25, 19961998, (the "Rights Dividend Declaration Date"), the Board of Directors of the Company authorized and declared a dividend distribution of one Right (as such term is hereinafter defined) for each share of common stock, without par value, Common Stock (as hereinafter defined) of the Company (the "Common Stock") outstanding at the close of business on March 25April 17, 1996 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(p11(i) hereof) for each share of Common Stock of the Company issued between the Record Date (whether originally issued or delivered from the Company's treasury) and the Distribution Date (as such term is defined in Section 3 hereof) and, in certain circumstances, as provided in Section 22 hereofhereinafter defined), each Right initially representing the right to purchase one one-hundredth of a share of Common Series A Participating Preferred Stock of the Company having the rights, powers and preferences set forth in Exhibit A attached hereto, 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 February 13November 25, 19961997 (the "Rights Dividend Declaration Date"), the Board of Directors of the Company authorized and declared a dividend distribution of one Right (as such term is hereinafter defined) for each share of common stock, without par valuevalue $1.00 per share, of the Company (the "Common Stock") outstanding at the close of business on March 25December 17, 1996 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 11(p) hereof) for each share of Common Stock of the Company issued between the Record Date (whether originally issued or delivered from the Company's treasury) and the Distribution Date (as such term is defined in Section 3 hereof) and, in certain circumstances, as 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 Common Series D Junior Participating Preferred Stock (the "Preferred Stock") of the Company having the rights, powers and preferences set forth in the Exhibit A attached hereto, 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 February 13, 19961998, (the "Rights Dividend Declaration Date"), the Board of Directors of the Company (the "Board") authorized and declared a dividend distribution of one Right (as such term is hereinafter defined) for each share of common stock, without par value, Common Stock (as hereinafter defined) of the Company (the "Common Stock") outstanding at the close of business on March 25February 13, 1996 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(p11(i) hereof) for each share of Common Stock of the Company issued between the Record Date (whether originally issued or delivered from the Company's treasury) and the Distribution Date (as such term is defined in Section 3 hereofhereinafter defined) and, in and under certain circumstances, as provided in Section 22 hereofcircumstances thereafter, each Right initially representing the right to purchase one share of Common Stock of the Company, upon the terms and subject to the conditions hereinafter set forth (the "Rights");