EXHIBIT 3(i)(b)
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CK WITCO CORPORATION
I, the undersigned, for the purpose of incorporating and
organizing a corporation under the General Corporation Law of the
State of Delaware, do hereby execute this Certificate of
Incorporation and do hereby certify as follows:
ARTICLE I
The name of the corporation (which is hereinafter referred to as
the "Corporation") is:
"CK Witco Corporation"
ARTICLE II
The address of the Corporation's registered office in the State
of Delaware is c/o National Registered Agents, Inc., 9 East
Loockerman Street in the City of Dover, County of Kent, State of
Delaware 19901. The name of the Corporation's registered agent
at such address is National Registered Agents, Inc.
ARTICLE III
The purpose of the Corporation shall be to engage in any lawful
act or activity for which corporations may be organized and
incorporated under the General Corporation Law of the State of
Delaware.
ARTICLE IV
Section 1. The Corporation shall be authorized to issue
500,250,000 shares of capital stock, of which 500,000,000 shares
shall be shares of Common Stock, $.01 par value ("Common Stock"),
and 250,000 shares shall be shares of Preferred Stock, $.10 par
value ("Preferred Stock").
Section 2. Shares of Preferred Stock may be issued from time to
time in one or more series as authorized by the Board of
Directors. Prior to issuance of any series of Preferred Stock,
the Board of Directors by resolution shall designate that series
to distinguish it from other series and classes of stock of the
Corporation, shall specify the number of shares to be included in
the series, and shall fix the terms, rights, restrictions and
qualifications of the shares of the series, including any
preferences, voting powers, dividend rights and redemption,
sinking fund and conversion rights. Subject to the express terms
of any other series of Preferred Stock outstanding at the time,
the Board of Directors may increase or decrease the number of
shares or alter the designation or classify or reclassify any
unissued shares of a particular series of Preferred Stock by
fixing or altering in any or more respects from time to time
before issuing the shares of Preferred Stock any terms, rights,
restrictions and qualifications of the shares.
Section 3. (a) Dividends. After the requirements with respect
to preferential dividends upon any issued and outstanding
Preferred Stock have been satisfied, the holders of the Common
Stock shall be entitled to receive such dividends as may be
declared from time to time by the Board of Directors.
(b) Voting Rights. Except as otherwise provided by law, or
by the resolution or resolutions adopted by the Board designating
the rights, powers and preferences of any series of Preferred
Stock, the Common Stock shall have the exclusive right to vote
for the election of directors and for all other purposes. Each
share of Common Stock shall have one vote, and the Common Stock
shall vote together as a single class.
(c) Regarding Preemptive Rights. No stockholder shall be
entitled as a matter of right to subscribe for, purchase or
receive any shares of the stock or any rights or options of the
Corporation which it may issue or sell whether out of the number
of shares now or hereafter authorized to be issued at any time or
out of the shares of the stock of the Corporation acquired by it
after the issuance thereof, nor shall any stockholder be entitled
as a matter of right to purchase or subscribe for or receive any
bonds, debentures or other obligations which the Corporation may
issue or sell that shall be convertible into or exchangeable for
stock or to which shall be attached or appertain any warrant or
warrants or other instrument or instruments that shall confer
upon the holder or owner of such obligation the right to
subscribe for or purchase from the Corporation any shares of its
stock. All such additional issues of stock, rights, options, or
of bonds, debentures or other obligations convertible into or
exchangeable for stock or to which warrants shall be attached or
appertain or which shall confer upon the holder the right to
subscribe for or purchase any shares of stock may (to the extent
permitted by law) be issued and disposed of by the Board of
Directors to such persons and upon such terms as in their
absolute discretion they may deem advisable.
ARTICLE V
The Corporation is to have perpetual existence.
ARTICLE VI
The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatsoever.
ARTICLE VII
Section 1. The number of Directors of the Corporation shall be
not less than eight or more than 15 persons. The exact number of
directors within the minimum and maximum limitations specified in
the preceding sentence shall be fixed from time to time by the
Board of Directors pursuant to a resolution adopted by a majority
of the entire Board of Directors. At the 2000 annual meeting of
stockholders, the directors shall be divided into three classes,
as nearly equal in number as possible, with the term of office of
the first class to expire at the 2001 annual meeting of
stockholders, the term of office of the second class to expire at
the 2002 annual meeting of stockholders and the term of office of
the third class to expire at the 2003 annual meeting of
stockholders. At each annual meeting of stockholders following
such initial classification and election, directors elected to
succeed those directors whose terms expire shall be elected for a
term of office to expire at the third succeeding annual meeting
of stockholders after their election.
Section 2. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, newly created directorships
resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or
other cause shall be filled by a majority vote of the directors
then in office, although less than a quorum, and directors so
chosen shall hold office for a term expiring at the annual
meeting of stockholders at which the term of the class to which
they have been elected expires. If the number of directors is
changed any increase or decrease shall be apportioned among the
classes so as to maintain the number of directors in each class
as nearly equal as possible. No decrease in the number of
directors constituting the Board of Directors shall shorten the
term of any incumbent director.
Section 3. Any director, or the entire Board of Directors may be
removed from office at any time, but only for cause and only by
the affirmative vote of the holders of at least 80% of the voting
power of all of the shares of the Corporation entitled to vote
for the election of directors.
Section 4. Notwithstanding the foregoing, whenever the holders
of any class of stock (other than Common Stock) issued by the
Corporation shall have the right, voting as a class or otherwise,
to elect directors, the then authorized number of directors of
the Corporation shall be increased by the number of additional
directors to be elected.
Section 5. In furtherance, and not in limitation of the powers
conferred by law, the Board of Directors is expressly authorized:
(a) to make, alter, amend or repeal the By-Laws of the
Corporation and, subject to Articles XIV and XV herein,
stockholders of the Corporation shall have the power to alter,
amend or repeal By-Laws made by the Board of Directors;
(b) to remove at any time any officer elected or appointed
by the Board of Directors by such vote of the Board of Directors
as may be provided for in the By-Laws. Any other officer of the
Corporation may be removed at any time by a vote of the Board of
Directors, or by any committee or superior officer upon whom such
power of removal may be conferred by the By-Laws or by the vote
of the Board of Directors;
(c) to determine whether any, and if any, what part, of the
annual net profits of the Corporation or of its net assets in
excess of its capital shall be declared in dividends and paid to
the stockholders, and to direct and determine the use and
disposition of any such annual net profits or net assets in
excess of capital;
(d) to fix from time to time the amount of the profits of
the Corporation to be reserved as working capital or for any
other lawful purpose;
(e) to establish bonus, profit sharing, stock option,
retirement, or other types of incentive or compensation plans for
the employees (including directors and officers) of the
Corporation and to fix the amount of the profits to be
distributed or shared and to determine the persons to participate
in any such plans and the amounts of their respective
participations;
(f) from time to time to determine whether and to what
extent, and at what time and places and under what conditions and
regulations the accounts and books of the Corporation (other than
the stock ledger), or any of them, shall be open to the
inspection of the stockholders; and no stockholder shall have any
right to inspect any account or book or document of the
Corporation, except as conferred by statute or authorized by the
Board of Directors or by a resolution of the stockholders; and
(g) to authorize, and cause to be executed, mortgages and
liens upon the real and personal property of the Corporation.
ARTICLE VIII
No contract or other transaction between the Corporation and any
other corporation and no other act of the Corporation with
relation to any other corporation shall, in the absence of fraud,
in any way be invalidated or otherwise affected by the fact that
any one or more of the directors of the Corporation are
pecuniarily or otherwise interested in, or are directors or
officers of, such other corporation. Any director of the
Corporation individually, or any firm or association of which any
director may be a member, may be party to, or may be pecuniarily
or otherwise interested in, any contract or transaction of the
Corporation; provided that the fact that he individually or as a
member of such firm or association is such a party or so
interested shall be disclosed or shall have been known to the
Board of Directors or a majority of such members thereof as shall
be present at any meeting of the Board of Directors at which
action upon any such contract or transaction shall be taken; and
any director of the Corporation who is also a director or officer
of such other corporation or who is such a party or so interested
may be counted in determining the existence of a quorum at any
meeting of the Board of Directors which shall authorize any such
contract or transaction, and may vote thereat to authorize any
such contract or transaction, with like force and effect as if he
were not such director or officer of such other corporation or
not so interested. Any director of the Corporation may vote upon
any contract or other transaction between the Corporation and any
subsidiary or affiliated corporation without regard to the fact
that he is also a director of such subsidiary or affiliated
corporation.
Any contract, transaction or act of the Corporation or of the
directors, which shall be ratified at any annual meeting of the
stockholders of the Corporation, or at any special meeting called
for such purpose, shall, in so far as permitted by law or by the
Certificate of Incorporation of the Corporation, be as valid and
as binding as though ratified by every stockholder of the
Corporation; provided, however, that any failure of the
stockholders to approve or ratify any such contract, transaction
or act, when and if submitted, shall not be deemed in any way to
invalidate the same or deprive the Corporation, its directors,
officers or employees, of its or their right to proceed with such
contract, transaction or act.
ARTICLE IX
Each officer, director, or member of any committee designated by
the Board of Directors shall, in the performance of his duties,
be fully protected in relying in good faith upon the books of
account or reports made to the Corporation by any of its
officials or by an independent public accountant or by an
appraiser selected with reasonable care by the Board of Directors
or by any such committee or in relying in good faith upon other
records of the Corporation.
ARTICLE X
Section 1. Elimination of Certain Liability of Directors.
Neither any director nor any officer (including former directors
and officers) of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except to the extent such
exemption from liability or limitation thereof is not permitted
under the General Corporation Law of the State of Delaware as the
same exists or may hereafter be amended.
Any repeal or modification of the foregoing paragraph shall not
adversely affect any right or protection of a director of the
Corporation existing hereunder with respect to any act or
omission occurring prior to such repeal or modification.
Section 2. Indemnification and Insurance.
(a) Right to Indemnification. Each person who was or is
made a party or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a
director or officer of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee
or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such
proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest
extent authorized by the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended (but, in
the case of any such amendment, to the fullest extent permitted
by law, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said
law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, amounts paid or to be paid in
settlement, and excise taxes or penalties arising under the
Employee Retirement Income Security Act of 1974) reasonably
incurred or suffered by such person in connection therewith and
such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to
the benefit of his or her heirs, executors and administrators.
The right to indemnification conferred in this Article X shall be
a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition; provided,
however, that, if the General Corporation Law of the State of
Delaware requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including,
without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made
only upon delivery to the Corporation of an undertaking, by or on
behalf of such director or officer, to repay all amounts so
advanced if it shall ultimately be determined that such director
or officer is not entitled to be indemnified under this Section
or otherwise. The Corporation may, by action of the Board of
Directors, provide indemnification to employees and agents of the
Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.
(b) Right of Claimant to Bring Suit. If a claim under
paragraph (a) of this Section is not paid in full by the
Corporation within thirty days after a written claim has been
received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the
unpaid amount of the claim and, if successful in whole or in
part, the claimant shall be entitled to be paid also the expense
of prosecuting such claim. It shall be a defense to any such
action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its
final disposition where the required undertaking, if any is
required, has been tendered to the Corporation) that the claimant
has not met the standards of conduct which make it permissible
under the General Corporation Law of the State of Delaware for
the Corporation to indemnify the claimant for the amount claimed,
but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including
its Board, independent legal counsel, or its stockholders) to
have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the
circumstances because he or she has met the applicable standard
of conduct set forth in the General Corporation Law of the State
of Delaware, nor an actual determination by the Corporation
(including its Board, independent legal counsel, or its
stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard
of conduct.
(c) Non-Exclusivity of Rights. The right to
indemnification and the payment of expenses incurred in defending
a proceeding in advance of its final disposition conferred in
this Section shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, provision
of the Certificate of Incorporation, By-Law, agreement, vote of
stockholders or disinterested directors or otherwise, and shall
continue as to a person who has ceased to be a director or
officer of the Corporation and shall inure to the benefit of the
heirs, executors and administrators of such person.
(d) Insurance. The Corporation may maintain insurance, at
its expense, to protect itself and any director, officer,
employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such
expense, liability or loss under the General Corporation Law of
the State of Delaware.
(e) Borrowing. The Board of Directors, without approval of
the stockholders, shall have the power to borrow money on behalf
of the Corporation, including the power to pledge the assets of
the Corporation, from time to time to discharge the Corporation's
obligations with respect to indemnification, the advancement and
reimbursement of expenses, and the purchase and maintenance of
insurance referred to in this Article X.
(f) Successors. For purposes of this Article, references
to the "Corporation" shall include, in addition to the resulting
corporations, 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 and officers
so that any person who is or was a director or officer of such
constituent corporation shall stand in the same position under
this Article X with respect to the resulting or surviving
corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
(g) Additional Agreements. The Board of Directors is
authorized to enter into a contract with any director, officer,
employee or agent of the Corporation providing for
indemnification rights equivalent to or, if the Board of
Directors so determines, greater than, those provided for in this
Article X.
(h) Amendments. Any amendment, repeal or modification of
any provision of this Article X by the stockholders or the
directors of the Corporation shall not adversely affect any right
of protection of a director or officer of the Corporation under
this Article XI existing at the time of such amendment, repeal or
modification.
(i) Other Employees and Agents. The Corporation may, to
the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement
of expenses to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article with respect to
the indemnification and advancement of expenses of directors and
officers of the Corporation.
ARTICLE XI
Both the stockholders and the directors of the Corporation may
hold their meetings and the Corporation may have an office or
offices in such place or places outside of the State of Delaware
as the By-Laws may provide and the Corporation may keep its books
outside of the State of Delaware except as otherwise provided by
law.
ARTICLE XII
Any action required or permitted to be taken by the stockholders
of the Corporation must be effected at a duly called annual or
special meeting of stockholders of the Corporation and may not be
effected by any consent in writing by such stockholders. Special
meetings of stockholders of the Corporation may be called only by
the Board of Directors pursuant to a resolution approved by a
majority of the entire Board of Directors.
(a) (i) In addition to any affirmative vote required by
law, and except as otherwise expressly provided in paragraph (b)
of this Article:
(A) any merger or consolidation of the Corporation or any
subsidiary (as hereinafter defined) with or into (i) any
Interested Stockholder (as hereinafter defined) or (ii) any other
corporation (whether or not itself an Interested Stockholder)
which, after such merger or consolidation, would be an Affiliate
(as hereinafter defined) of an Interested Stockholder, or
(B) any sale, lease, exchange, mortgage, pledge, transfer
or other disposition (in one transaction or a series of related
transactions) to or with any Interested Stockholder or any
Affiliate of any Interested Stockholder of any assets of the
Corporation or any Subsidiary having an aggregate fair market
value of $1,000,000 or more, or
(C) the issuance or transfer by the Corporation or any
Subsidiary (in one transaction or a series of related
transactions) of any securities of the Corporation or any
Subsidiary to any Interested Stockholder or any Affiliate of any
Interested Stockholder in exchange for cash, securities or other
property (or a combination thereof) having an aggregate fair
market value of $1,000,000 or more, or
(D) the adoption of any plan or proposal for the
liquidation or dissolution of the Corporation, or
(E) any reclassification of securities (including any
reverse stock split), or recapitalization of the Corporation or
any merger or consolidation of the Corporation with any of its
Subsidiaries or any similar transaction (whether or not with or
into or otherwise involving an Interested Stockholder) which has
the effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any class of
equity or convertible securities of the Corporation or any
Subsidiary which is directly or indirectly owned by any
Interested Stockholder or any Affiliate of any Interested
Stockholder, shall require the affirmative vote of the holders of at least 80%
of the outstanding shares of stock of the Corporation entitled to
vote generally in the election of directors, considered for the
purpose of this Article as one class ("Voting Shares"). Such
affirmative vote shall be required notwithstanding the fact that
no vote may be required, or that some lesser percentage may be
specified, by law or in any agreement with any national
securities exchange or otherwise.
(ii) The term "business combination" as used in this
Article shall mean any transaction which is referred to in any
one or more of clauses (A) through (E) of Section (i) of this
paragraph (a).
(b) The provisions of paragraph (a) of this Article shall
not be applicable to any particular business combination, and
such business combination shall require only such affirmative
vote as is required by law and any other provisions of this
Certificate of Incorporation, if either (i) such business
combination has been approved by a majority of the Continuing
Directors (as hereinafter defined) or (ii) the aggregate amount
of the cash and fair market value of consideration other than
cash to be received per share by holders of Common Stock in such
business combination shall be in the same form and of the same
kind as the consideration paid by the Interested Stockholder in
acquiring the initial 10% of the Common Stock owned by it and
shall be at least equal to the highest per share price (including
brokerage commission, transfer taxes and soliciting dealers' fees
and after giving effect to appropriate adjustments for any
recapitalizations and for any stock splits, stock dividends and
like distributions) paid by such Interested Stockholder for any
shares of Common Stock acquired by it prior to the business
combination; and the aggregate amount of cash to be received per
share by the holders of any class of preferred stock in such
business combination is the greater of (i) the highest per share
price paid by the Interested Stockholder in acquiring any shares
of such preferred stock or (ii) the highest preferential amount
per share to which the holders of such class of preferred stock
are entitled in the event of a voluntary or involuntary
liquidation of the Corporation.
(c) For the purposes of this Article XIII:
(i) A "person" shall mean any individual, firm, corporation
or other entity.
(ii) "Interested Stockholder" shall mean, in respect of any
business combination, any person (other than the Corporation or
any Subsidiary) who or which, as of the record date for the
determination of stockholders entitled to notice of and to vote
on such business combination, or immediately prior to the
consummation of any such transaction,
(A) is the beneficial owner, directly or indirectly, of
more than 10% of the Voting Shares, or
(B) is an Affiliate of the Corporation and at any time
within two years prior thereto was the beneficial owner, directly
or indirectly, of not less than 10% of the then outstanding
Voting Shares, or
(C) is an assignee of or has otherwise succeeded to any
shares of capital stock of the Corporation which were at any time
within two years prior thereto beneficially owned by any
Interested Stockholder, and such assignment or succession shall
have occurred in the course of a transaction or series of
transactions not involving a public offering within the meaning
of the Securities Act of 1933.
(iii) A person shall be the "beneficial owner" of the
Voting Shares:
(A) which such person or any of its Affiliates and
Associates (as hereinafter defined) beneficially own, directly or
indirectly, or
(B) which such person or any of its Affiliates or
Associates has (1) the right to acquire (whether such right is
exercisable immediately or only after the passage of time),
pursuant to any agreement, arrangement or understanding or upon
the exercise of conversion rights, exchange rights, warrants or
options, or otherwise, or (2) the right to vote pursuant to any
agreement, arrangement or understanding, or
(C) which are beneficially owned, directly or indirectly,
by any other person, with which such first mentioned person or
any of its Affiliates or Associates has any agreement,
arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of any shares of capital stock of
the Corporation.
(iv) The outstanding Voting Shares shall include shares
deemed owned through applications of Section (iii) above but
shall not include any other Voting Shares which may be issuable
pursuant to any agreement, or upon exercise of conversion rights,
warrants or options, or otherwise.
(v) Affiliate" and "Associate" shall have the respective
meanings given those terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as in
effect on March 1, 1983.
(vi) "Subsidiary" means any corporation of which a majority
of any class of equity security (as defined in Rule 3a11-1 of the
General Rules and Regulation under the Securities Exchange Act of
1934, as in effect on March 1, 1983) is owned, directly or
indirectly, by the Corporation; provided, however, that for the
purposes of the definition of Interested Stockholder set forth in
Section (ii) of this subparagraph (c), the term "Subsidiary"
shall mean only a corporation of which a majority of each class
of equity security is owned, directly or indirectly, by the
Corporation.
(vii) "Continuing Director" means any member of the Board
of Directors of the Corporation who is unaffiliated with an
Interested Stockholder and was a member of the Board prior to the
time that an Interested Stockholder became an Interested
Stockholder and any successor of a Continuing Director who is
unaffiliated with the Interested Stockholder and is recommended
to succeed a Continuing Director by a majority of the Continuing
Directors then on the Board.
(d) A majority of the directors shall have the power and
duty to determine for the purposes of this Article, on the basis
of information known to them, (A) the number of Voting Shares
beneficially owned by any person, (B) whether a person is an
Affiliate or Associate of another, (C) whether a person has an
agreement, arrangement or understanding with another as to the
matters referred to in Section (iii) of paragraph (c), or (D)
whether the assets subject to any business combination or the
consideration received for the issuance or transfer of securities
by the Corporation or any Subsidiary has an aggregate fair market
value of $1,000,000 or move.
(e) Nothing contained in this Article shall be construed to
relieve any Interested Stockholder from any fiduciary obligation
imposed by law.
ARTICLE XIV
The provisions set forth in Article VII, Article XII, Article
XIII, Article XIV and Article XV herein may not be repealed or
amended in any respect, and the Corporation's By-Laws may not be
amended by stockholders, unless such action is approved by the
affirmative vote of the holders of not less than 80% of the
voting power of all shares of stock of the Corporation entitled
to vote in the election of directors, considered for purposes of
this Article XIV as one class. The voting requirements contained
in Article VIII, Article XII, Article XIII, Article XIV, and
Article XV herein shall be in addition to the voting requirements
imposed by law, other provisions of this Certificate of
Incorporation or any certificate of designation of preferences
filed with respect to any series of Preferred Stock. The By-Laws
of the Corporation may be altered, amended or repealed by the
Board of Directors at any regular or special meeting of the Board
of Directors.
ARTICLE XV
The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by the
laws of the State of Delaware, and all rights conferred on
stockholders herein are granted subject to this reservation.
Notwithstanding the foregoing, the provisions set forth in
Article VII, Article XII, Article XIII, Article XIV and Article
XV may not be repealed or amended in any respect unless such
repeal or amendment is approved as specified in Article XV
herein.
Executed on this 1st day of September, 1999.
By:/s/John T. Ferguson II
Name: John T. Ferguson II
Title: Senior Vice President,
General Counsel and
Secretary