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PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU
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Articles of Amendment-Domestic Corporation
(15 Pa.C.S.)
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| Entity Number | __X__ Business Corporation (ss. 1915)
| 3039985 | _____ Nonprofit Corporation (ss. 5915)
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|Name | Document will be returned to
| | the name and address you
|-------------------------------------------- | enter to the left.
|Address: | <---
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|City State Zip Code |
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Fee: $52 ----------------------------------------------------
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| Filed in the Department of State on May 28, 2004 |
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| /s/ Pedro A. Cortes |
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| Secretary of the Commonwealth |
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In compliance with the requirements of the applicable provisions of 15
Pa.C.S. ss.1915 (relating to articles of amendment), the undersigned, desiring
to amend its articles, hereby states that:
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1. The name of the corporation is:
Comcast Corporation
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2. The (a) address of this corporation's current registered office in this
Commonwealth or (b) name of its commercial registered office provider and
the county of venue is (the Department is hereby authorized to correct the
following information to conform to the records of the Department):
(a) Number and Street City State Zip County
1500 Market Street, 35th Floor Phila., PA. 19102-2148 Phila.
(b) Name of Commercial Registered Office Provider County
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c/o
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3. The statute by or under which it was incorporated:
Pennsylvania Business Corporation Law of 1988, as amended, 15 Pa.C.S.
ss.ss.1101 et seq.
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4. The date of its incorporation:
December 7, 2001
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5. Check, and if appropriate, complete one of the following:
__X__ The amendment shall be effective upon filing these Articles of Amendment
in the Department of State.
The amendment shall be effective on _________ at _________
Date Hour
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DSCB:15-1915/5915-2
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6. Check one of the following:
___ The amendment was adopted by the shareholders or members pursuant to 15
Pa.C.S. ss. 1914(a) and (b) or ss. 5914(a).
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__X___ The amendment was adopted by the board of directors pursuant to 15 Pa.
C.S. ss. 1914(c) or ss. 5914(b).
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7. Check, and if appropriate, complete one of the following:
_____ The amendment adopted by the corporation, set forth in full, is as follows
X__ The amendment adopted by the corporation is set forth in full in Exhibit A
attached hereto and made a part hereof.
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8. Check if the amendment restates the Articles:
X_ The restated Articles of Incorporation supersede the original articles and
all amendments thereto.
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|IN TESTIMONY WHEREOF, the undersigned corporation has caused|
|these Articles of Amendment to be signed by a duly |
|authorized officer thereof this |
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|Twenty-Eighth day of May, 2004. |
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| Comcast Corporation |
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| Name of Corporation |
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| /s/ Arthur R. Block |
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| Signature |
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| Arthur R. Block |
| Senior Vice President, General Counsel and Secretary |
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| Title |
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Exhibit A
Restated Articles of Incorporation of Comcast Corporation
The Articles of Incorporation of the Corporation are restated in their
entirety so as to read as follows:
FIRST: The name of the Corporation is Comcast Corporation (the
"Corporation").
SECOND: The location and post office address of the Corporation's current
registered office in this Commonwealth is:
1500 Market Street, 35th Floor
Philadelphia, PA 19102-2148
THIRD: The Corporation is incorporated under the provisions of the Business
Corporation Law of 1988. The purpose or purposes for which the Corporation is
organized are:
To have unlimited power to engage in and to do any lawful act
concerning any or all lawful business for which corporations may be incorporated
under the Business Corporation Law.
FOURTH: The term of its existence is perpetual.
FIFTH: A. The aggregate number of shares which the Corporation shall have
authority to issue is SEVEN BILLION FIVE HUNDRED MILLION (7,500,000,000) shares
of Class A Common Stock, par value $0.01 per share, SEVEN BILLION FIVE HUNDRED
MILLION (7,500,000,000) shares of Class A Special Common Stock, par value $0.01
per share, SEVENTY FIVE MILLION (75,000,000) shares of Class B Common Stock, par
value $0.01 per share, and TWENTY MILLION (20,000,000) shares of Preferred
Stock, which the Board of Directors may issue, in one or more series, without
par value, with full, limited, multiple, fractional, or no voting rights, and
with such designations, preferences, qualifications, privileges, limitations,
restrictions, options, conversion rights and other special or relative rights as
shall be fixed by the Board of Directors.
B. The descriptions, preferences, qualifications, limitations, restrictions
and the voting, special or relative rights in respect of the shares of each
class of Common Stock are as follows:
1. (a) Subject to paragraph (B)(1)(c) of this Article FIFTH, each
share of Class A Common Stock shall entitle the holder thereof to the
number of votes equal to a quotient the numerator of which is the excess of
(i) the Total Number of Votes (as defined below) over (ii) the sum of (A)
the Total Number of B Votes (as defined below) and (B) the Total Number of
Other Votes (as defined below) and the denominator of which is the number
of outstanding shares of Class A Common Stock (provided that if at any time
there are no outstanding shares of Class B Common Stock, each share of
Class A Common Stock shall entitle the holder thereof to one (1) vote) and
each share of Class B Common Stock shall entitle the holder thereof to
fifteen (15) votes. Holders of shares of Class A Special Common Stock shall
not be entitled to vote for the election of Directors (as defined below in
Article SIXTH) or any other matter except as may be required by applicable
law, in which case each share of Class A Special Common Stock shall entitle
the holder thereof to the same number of votes to which each holder of
Class A Common Stock is entitled for each of such holder's shares of Class
A Common Stock. "Total Number of Votes" on any record date is equal to a
quotient the numerator of which is the Total Number of B Votes on such
record date and the denominator of which is the B Voting Percentage (as
defined below) on such record date. "Total Number of B Votes" on any record
date is equal to the product of (i) 15 and (ii) the number of outstanding
shares of Class B Common Stock on such record date. "Total Number of Other
Votes" on any record date means the aggregate number of votes to which
holders of all classes of capital stock of the Corporation other than
holders of Class A Common Stock and Class B Common Stock are entitled to
cast on such record date in an election of Directors. "B Voting Percentage"
on any record date means the portion (expressed as a percentage) of the
total number of votes entitled to be cast in an election of Directors by
the holders of capital stock of the Corporation to which all holders of
Class B
Common Stock are entitled to cast on such record date in an election of
Directors, as specified and determined pursuant to paragraph (B)(1)(c) of
this Article FIFTH.
(b) Except as provided in Article SEVENTH or required by applicable
law, only the holders of Class A Common Stock, the holders of Class B
Common Stock and the holders of any other class or series of Common Stock,
Preferred Stock or other class of capital stock of the Corporation (if any)
with voting rights shall be entitled to vote and shall vote as a single
class on all matters with respect to which a vote of the shareholders of
the Corporation is required or permitted under applicable law, these
Articles of Incorporation, or the By-Laws of the Corporation. Whenever
applicable law, these Articles of Incorporation or the By-Laws of the
Corporation provide for a vote of the shareholders of the Corporation on
any matter, approval of such matter shall require the affirmative vote of a
majority of the votes cast by the holders entitled to vote thereon unless
otherwise expressly provided under applicable law, these Articles of
Incorporation or the By-Laws of the Corporation.
(c) Notwithstanding any other provision of these Articles of
Incorporation, including paragraph (B)(1)(a) of this Article FIFTH, but
subject to Article SEVENTH, with respect to any matter on which the holders
of Class B Common Stock and the holders of one or more classes or series of
Common Stock, Preferred Stock or any other class of capital stock of the
Corporation (if any) vote as a single class, each share of Class B Common
Stock shall entitle the holder thereof to the number of votes necessary so
that, if all holders of Class B Common Stock and all holders of each such
other class or series of Common Stock, Preferred Stock and other class of
capital stock of the Corporation (if any) were to cast all votes they are
entitled to cast on such matter, the holders of the Class B Common Stock in
the aggregate would cast thirty three and one-third (33 1/3) per cent of
the total votes cast by all such holders, subject to reduction as set forth
in the following sentence. If at any time after the Effective Time for any
reason whatsoever the number of shares of Class B Common Stock outstanding
at such time is reduced below the number of shares of Class B Common Stock
outstanding at the Effective Time (appropriately adjusted for any stock
dividend paid in Class B Common Stock, stock splits or reverse stock splits
of the Class B Common Stock or combinations, consolidations or
reclassifications of the Class B Common Stock), the percentage specified in
the preceding sentence shall be reduced to a percentage equal to the
product of (i) thirty three and one-third (33 1/3) and (ii) the fraction
obtained by dividing the number of shares of Class B Common Stock
outstanding at such time by the number of shares of Class B Common Stock
outstanding at the Effective Time (appropriately adjusted for any stock
dividend paid in Class B Common Stock, stock splits or reverse stock splits
of the Class B Common Stock or combinations, consolidations or
reclassifications of the Class B Common Stock). No reduction in the
percentage of the voting power of the Class B Common Stock pursuant to the
preceding sentence shall be reversed by any issuance of Class B Common
Stock that occurs after such reduction.
2. The holders of Class A Common Stock, the holders of Class A Special
Common Stock and the holders of Class B Common Stock shall be entitled to
receive, from time to time, when and as declared, in the discretion of the
Board of Directors, such cash dividends as the Board of Directors may from
time to time determine, out of such funds as are legally available
therefore, in proportion to the number of shares held by them,
respectively, without regard to class.
3. The holders of Class A Common Stock, the holders of Class A Special
Common Stock, and the holders of Class B Common Stock shall be entitled to
receive, from time to time, when and as declared by the Board of Directors,
such dividends of stock of the Corporation or other property as the Board
of Directors may determine, out of such funds as are legally available
therefore. Stock dividends on, or stock splits of, any class of Common
Stock shall not be paid or issued unless paid or issued on all classes of
Common Stock, in which case they shall be paid or issued only in shares of
that class; provided, however, that stock dividends on, or stock splits of,
Class B Common Stock may be paid or issued in shares of Class A Special
Common Stock. Any decrease in the number of shares of any class of Common
Stock resulting from a combination or consolidation of shares or other
capital reclassification shall not be permitted unless parallel action is
taken with respect to each other class of Common Stock, so that the number
of shares of each class of Common Stock outstanding shall be decreased
proportionately. Notwithstanding anything to the contrary contained herein,
in the event of a distribution of property, plan of merger or
consolidation, plan of asset transfer, plan of division, plan of exchange,
or recapitalization pursuant to which the holders of Class A Common Stock,
the holders of Class A Special Common Stock and the holders of Class B
Common Stock would be entitled to
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receive equity interests of one or more corporations (including, without
limitation, the Corporation) or other entities, or rights to acquire such
equity interests, then the Board of Directors may, by resolution duly
adopted, provide that the holders of Class A Common Stock, the holders of
Class A Special Common Stock, and the holders of Class B Common Stock,
respectively and as separate classes, shall receive with respect to their
Class A Common Stock, Class A Special Common Stock, or Class B Common Stock
(whether by distribution, exchange, redemption or otherwise), in proportion
to the number of shares held by them, equity interests (or rights to
acquire such equity interests) of separate classes or series having
substantially equivalent relative designations, preferences,
qualifications, privileges, limitations, restrictions and rights as the
relative designations, preferences, qualifications, privileges,
limitations, restrictions and rights of the Class A Common Stock, Class A
Special Common Stock and Class B Common Stock. Except as provided above, if
there should be any distribution of property, merger, consolidation,
purchase or acquisition of property or stock, asset transfer, division,
share exchange, recapitalization or reorganization of the Corporation, the
holders of Class A Common Stock, the holders of Class A Special Common
Stock, and the holders of Class B Common Stock shall receive the shares of
stock, other securities or rights or other assets as would be issuable or
payable upon such distribution, merger, consolidation, purchase or
acquisition of such property or stock, asset transfer, division, share
exchange, recapitalization or reorganization in proportion to the number of
shares held by them, respectively, without regard to class.
4. Each share of Class B Common Stock shall be convertible at the
option of the holder thereof into one share of Class A Common Stock or one
share of Class A Special Common Stock. Each share of Class B Common Stock
shall be cancelled after it has been converted as provided herein.
5. Subject to Article SEVENTH and except as otherwise permitted by
applicable law, each and any provision of these Articles of Incorporation
may from time to time, when and as desired, be amended by a resolution of
the Board of Directors and the affirmative vote of a majority of the votes
cast by all shareholders entitled to vote thereon, as determined in
accordance with the provisions of this Article FIFTH. There shall be no
class voting on any such amendments or on any other matter except as shall
be required by Article SEVENTH or by applicable law, in which case there
shall be required the affirmative vote of a majority of the votes cast by
the holders of the outstanding shares of each class entitled to vote by
Article SEVENTH or by applicable law, voting as a separate class.
6. If there should be any merger, consolidation, purchase or
acquisition of property or stock, separation, reorganization, division or
share exchange, the Board of Directors shall take such action as may be
necessary to enable the holders of the Class B Common Stock to receive upon
any subsequent conversion of their stock into Class A Common Stock or Class
A Special Common Stock (as the case may be), in whole or in part, in lieu
of any shares of Class A Common Stock or Class A Special Common Stock (as
the case may be) of the Corporation, the shares of stock, securities, or
other assets as would be issuable or payable upon such merger,
consolidation, purchase, or acquisition of property or stock, separation,
reorganization, division or share exchange in respect of or in exchange for
such share or shares of Class A Common Stock or Class A Special Common
Stock (as the case may be).
7. In the event of any liquidation, dissolution or winding up (either
voluntary or involuntary) of the Corporation, the holders of Class A Common
Stock, the holders of Class A Special Common Stock and the holders of Class
B Common Stock shall be entitled to receive the assets and funds of the
Corporation in proportion to the number of shares held by them,
respectively, without regard to class.
8. At all times the Board of Directors shall take such action to
adjust the conversion privileges of the Class B Common Stock and the number
of shares of Class B Common Stock to be outstanding after any particular
transaction to prevent the dilution of the conversion rights of the holders
of Class B Common Stock.
9. Except as expressly set forth in these Articles of Incorporation
(including, without limitation, this Article FIFTH and Article SEVENTH),
the rights of the holders of Class A Common Stock, the rights of the
holders of Class A Special Common Stock and the rights of the holders of
Class B Common Stock shall be in all respects identical.
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10. Neither the holders of the Class A Common Stock nor the holders of
the Class B Common Stock nor the holders of any other class or series of
Common Stock, Preferred Stock or other class of capital stock of the
Corporation, whether issued prior to or after the Effective Time, shall
have cumulative voting rights.
C. Pursuant to the authority granted to the Board of Directors in paragraph
A of this Article FIFTH, the Board of Directors has fixed and designated a
Series A Participating Cumulative Preferred Stock having the voting rights and
designations, preferences, qualifications, privileges, limitations,
restrictions, and other special and relative rights as are hereinafter set
forth:
1. The shares of such series shall be designated as "Series A
Participating Cumulative Preferred Stock" (the "Series A Preferred Stock"),
and the number of shares constituting such series shall be 2,500,000. Such
number of shares of the Series A Preferred Stock 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 issuable upon exercise or conversion of outstanding rights, options
or other securities issued by the Corporation.
2. (a) The holders of shares of 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 on
March 31, June 30, September 30 and December 31 of 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 any 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 (i) $10.00 and (ii) subject to the provision for adjustment hereinafter
set forth, 1000 times the aggregate per share amount of all cash dividends
or other distributions and 1000 times the aggregate per share amount of all
non-cash dividends or other distributions (other than (A) a dividend
payable in shares of Common Stock, par value $0.01 per share, of the
Corporation (the "Common Stock") or (B) 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. If the Corporation, at any time after November 18, 2002
(the "Rights Declaration Date"), pays any dividend on Common Stock payable
in shares of Common Stock or effects a subdivision or combination of the
outstanding shares of Common Stock (by reclassification or otherwise) 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 (ii) 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 (C)(2)(a) of this Article
FIFTH immediately after it declares a dividend or distribution on the
Common Stock (other than as described in clauses (ii)(A) and (ii)(B) of the
first sentence of paragraph (C)(2) (a) of this Article FIFTH); provided
that if 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 (or, with respect to the
first Quarterly Dividend Payment Date, the period between the first
issuance of any share or fraction of a share of Series A Preferred Stock
and such first Quarterly Dividend Payment Date), a dividend of $10.00 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 issuance of such shares of Series A Preferred
Stock, unless the date of issuance of such shares is on or before the
record date for the first Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue and be cumulative from the
date of issue of such shares, or unless the date of issue 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 on or before
such Quarterly Dividend Payment Date, in which case 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
shares of Series A Preferred Stock in an amount less than the total amount
of such dividends at the time
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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 not be
more than 60 days prior to the date fixed for the payment thereof.
3. In addition to any other voting rights required by law, the holders
of shares of Series A Preferred Stock shall have the following voting
rights:
(a) Each share of Series A Preferred Stock shall entitle the holder
thereof to a number of votes equal to 1000 (as adjusted as described below,
the "Adjustable Factor") times the number of votes a share of Class A
Common Stock is entitled to cast on all matters submitted to a vote of
stockholders of the Corporation. For purposes of calculating the number of
votes a share of Class A Common Stock is entitled to cast on all matters
submitted to a vote of stockholders of the Corporation, as set forth in the
Corporation's articles of incorporation, votes represented by shares of
Series A Preferred Stock shall be included in the "Total Number of Other
Votes" (as defined in the Corporation's articles of incorporation). If the
Corporation shall at any time after the Rights Declaration Date pay any
dividend on Common Stock payable in shares of Common Stock or effect a
subdivision or combination of the outstanding shares of Common Stock (by
reclassification or otherwise) 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 the Adjustable Factor
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 or by law, the holders of
shares of Series A Preferred Stock and the holders of shares of Common
Stock shall vote together as a single class on all matters submitted to a
vote of stockholders of the Corporation.
(c) (i) If at any time dividends on any Series A Preferred Stock shall
be in arrears in an amount equal to six quarterly dividends thereon, the
occurrence of such contingency shall mark the beginning of a period (herein
called a "default period") which shall extend until such time when all
accrued and unpaid dividends for all previous quarterly dividend periods
and for the current quarterly dividend period on all shares of Series A
Preferred Stock then outstanding shall have been declared and paid or set
apart for payment. During each default period, all holders of Preferred
Stock and any other series of Preferred Stock then entitled as a class to
elect directors, voting together as a single class, irrespective of series,
shall have the right to elect two additional Directors to the Board of
Directors.
(ii) During any default period, such voting right of the holders of
Series A Preferred Stock may be exercised initially at a special meeting
called pursuant to paragraph (C)(3)(c)(iii) of this Article FIFTH or at any
annual meeting of stockholders, and thereafter at annual meetings of
stockholders; provided that neither such voting right nor the right of the
holders of any other series of Preferred Stock, if any, to increase, in
certain cases, the authorized number of Directors shall be exercised unless
the holders of 10% in number of shares of Preferred Stock outstanding shall
be present in person or by proxy. The absence of a quorum of holders of
Common Stock shall not affect the exercise by holders of Preferred Stock of
such voting right. If at any meeting at which holders of Preferred Stock
shall initially exercise such voting right the number of additional
Directors which may be so elected does not amount to the required number,
the holders of the Preferred Stock shall have the right to make such
increase in the number of Directors as shall be necessary to permit the
election by them of the required number. After the holders of the Preferred
Stock shall have initially exercised their right to elect two additional
Directors in any default period and during the continuance of such period,
the number of Directors shall not be increased or decreased except by vote
of the holders of Preferred Stock as herein provided or pursuant to the
rights of any equity securities ranking senior to or pari passu with the
Series A Preferred Stock.
(iii) Unless the holders of Preferred Stock shall have previously
exercised their right to elect Directors during an existing default period,
the Board of Directors may order, or any stockholder or stockholders owning
in the aggregate not less than 10% of the total number of shares of
Preferred Stock outstanding, irrespective of series, may request, the
calling of a special meeting of holders of Preferred Stock, which meeting
shall
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thereupon be called by the Chief Executive Officer, the President, a Vice
President or the Secretary of the Corporation. Notice of such meeting and
of any annual meeting at which holders of Preferred Stock are entitled to
vote pursuant to this paragraph (C)(3)(c) (iii) of this Article FIFTH shall
be given to each holder of record of Preferred Stock by mailing a copy of
such notice to him at the address of such holder shown on the registry
books of the Corporation. Such meeting shall be called for a time not
earlier than 20 days and not later than 60 days after such order or request
or in default of the calling of such meeting within 60 days after such
order or request, such meeting may be called on similar notice by any
stockholder or stockholders owning in the aggregate not less than 10% of
the total number of shares of Preferred Stock outstanding, irrespective of
series. Notwithstanding the provisions of this paragraph (C)(3)(c) (iii) of
this Article FIFTH , no such special meeting shall be called during the
period within 60 days immediately preceding the date fixed for the next
annual meeting of stockholders.
(iv) In any default period, the holders of Common Stock, and other
classes of stock of the Corporation if applicable, shall continue to be
entitled to elect the whole number of Directors until the holders of
Preferred Stock shall have exercised their right to elect two Directors
voting as a class, after the exercise of which right (x) the Directors so
elected by the holders of Preferred Stock shall continue in office until
their successors shall have been elected by such holders or until the
expiration of the default period, and (y) any vacancy in the Board of
Directors may (except as provided in paragraph (C)(3)(c)(ii) of this
Article FIFTH) be filled by vote of a majority of the remaining Directors
theretofore elected by the holders of the class of stock which elected the
Director whose office shall have become vacant. References in this
paragraph (C)(3)(c) of this Article FIFTH to Directors elected by the
holders of a particular class of stock shall include Directors elected by
such Directors to fill vacancies as provided in clause (y) of the foregoing
sentence.
(v) Immediately upon the expiration of a default period, (x) the right
of the holders of Preferred Stock as a class to elect Directors shall
cease, (y) the term of any Directors elected by the holders of Preferred
Stock as a class shall terminate, and (z) the number of Directors shall be
such number as may be provided for in the articles of incorporation or
by-laws irrespective of any increase made pursuant to the provisions of
Section 3(c)(ii) (such number being subject, however, to change thereafter
in any manner provided by law or in the articles of incorporation or
by-laws). Any vacancies in the Board of Directors effected by the
provisions of clauses (y) and (z) in the preceding sentence may be filled
by a majority of the remaining Directors.
(d) The articles of incorporation of the Corporation shall not be
amended in any manner (whether by merger or otherwise) so as to adversely
affect the powers, preferences or special rights of the Series A Preferred
Stock without the affirmative vote of the holders of a majority of the
outstanding shares of Series A Preferred Stock, voting separately as a
class.
(e) Except as otherwise provided herein, holders of Series A Preferred
Stock shall have no special voting rights, and their consent shall not be
required for taking any corporate action.
4. (a) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in
paragraph (C)(2) of this Article FIFTH are in arrears, thereafter and until
all accrued and unpaid dividends and distributions, whether or not
declared, on outstanding shares of Series A Preferred Stock shall have been
paid in full, the Corporation shall not:
(i) declare or pay dividends on, 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 on, 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
other 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, purchase or otherwise acquire for value any shares of
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
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exchange for shares of stock of the Corporation ranking junior (as to
dividends and upon dissolution, liquidation or winding up) to the Series A
Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of
Series A Preferred Stock, or 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 in accordance with a purchase
offer made in writing or by publication (as determined by the Board of
Directors) to all holders of Series A Preferred Stock and all such other
parity stock 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 value any shares of stock of the
Corporation unless the Corporation could, under paragraph 4(a), purchase or
otherwise acquire such shares at such time and in such manner.
5. Any shares of Series A Preferred Stock redeemed, 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 without designation as to series and may be reissued as
part of a new series of Preferred Stock to be created by resolution or
resolutions of the Board of Directors as permitted by the articles of
incorporation or as otherwise permitted under Pennsylvania Law.
6. Upon any liquidation, dissolution or winding up of the Corporation,
no distribution shall be made (a) 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 $10.00 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 1000 times the aggregate amount
to be distributed per share to holders of Common Stock, or (b) to the
holders 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 other 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. If the Corporation shall at any time after the Rights
Declaration Date pay any dividend on Common Stock payable in shares of
Common Stock or effect a subdivision or combination of the outstanding
shares of Common Stock (by reclassification or otherwise) 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
(a) 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.
7. If 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 or any other
property, then in any such case the shares of Series A Preferred Stock
shall at the same time be similarly exchanged for or changed into an amount
per share, subject to the provision for adjustment hereinafter set forth,
equal to 1000 times the aggregate amount of stock, securities, cash or any
other property, as the case may be, into which or for which each share of
Common Stock is changed or exchanged. If the Corporation shall at any time
after the Rights Declaration Date pay any dividend on Common Stock payable
in shares of Common Stock or effect a subdivision or combination of the
outstanding shares of Common Stock (by reclassification or otherwise) 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.
-7-
8. The Series A Preferred Stock shall not be redeemable.
9. The Series A Preferred Stock shall rank junior (as to dividends and
upon liquidation, dissolution and winding up) to all other series of the
Corporation's preferred stock except any series that specifically provides
that such series shall rank junior to or on a parity with the Series A
Preferred Stock.
10. Series A Preferred Stock may be issued in fractions of a share
which 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.
SIXTH: Governance
A. Definitions
1. "Additional Independent Director" has the meaning specified in
paragraph (B)(1) of this Article SIXTH.
2. "AT&T" means AT&T Corp., a New York corporation.
3. "AT&T Directors" means (i) those five (5) Directors designated by
AT&T to serve as members of the Board of Directors pursuant to a
contractual right of AT&T to designate such Directors and (ii) any
Replacement AT&T Director.
4. "Board of Directors" means the Board of Directors of the
Corporation.
5. "CEO" means the Chief Executive Officer of the Corporation.
6. "Chairman" means the Chairman of the Board of Directors.
7. "Class of Director" means the Comcast Directors, the AT&T Directors
or the Independent Directors, as the case may be.
8. "Comcast" means Comcast Corporation, a Pennsylvania corporation.
9. "Comcast Directors" means (i) those five (5) Directors designated
by Comcast to serve as members of the Board of Directors pursuant to a
contractual right of Comcast to designate such Directors and (ii) any
Replacement Comcast Director.
10. "Director" means a director of the Corporation.
11. "Effective Time" means the date and time at which these Amended
and Restated Articles of Incorporation become effective with the Department
of State of the Commonwealth of Pennsylvania.
12. "Holiday" has the meaning specified in paragraph (B)(6) of this
Article SIXTH.
13. "Independent Director" means (i) those two (2) Independent Persons
jointly designated by AT&T and Comcast to serve as members of the Board of
Directors pursuant to a contractual right of AT&T and Comcast to designate
such Directors, (ii) any Additional Independent Director and (iii) any
Replacement Independent Director.
14. "Independent Person" means an independent person (determined in
accordance with the rules of the principal stock exchange or interdealer
quotation system on which the class of Corporation common stock with the
greatest aggregate market capitalization (as determined in good faith by
the Board of Directors) is traded), it being understood that (i) each
individual who was a member of the Board of Directors of AT&T as of
December 19, 2001 (other than Mr. C. Michael Armstrong) was deemed to be an
Independent Person as of
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December 19, 2001, (ii) subject to clauses (iii) and (iv) of this
definition, none of the members of the Board of Directors of Comcast as of
December 19, 2001 was deemed to be an Independent Person as of December 19,
2001, (iii) Mr. Decker Anstrom was deemed to be an Independent Person as of
December 19, 2001, (iv) for any period during which Mr. Decker Anstrom is
not a Director, one person (other than Mr. Ralph J. Roberts, Mr. Brian L.
Roberts, Mr. Julian A. Brodsky or Mr. Sheldon M. Bonovitz) designated by
the CEO (which designation may be changed at any time by the CEO) who was a
member of the Board of Directors of Comcast on December 19, 2001 and who
would qualify as an Independent Person under this definition not taking
into account clause (ii) of this definition shall be deemed to be an
Independent Person; provided that such person shall not be eligible to be
an AT&T Director or an Independent Director (any such designee, a "Comcast
Independent Designee") and (v) none of the spouse, parents, siblings,
lineal descendants, aunts, uncles, cousins and other close relatives (or
their respective spouses) of Mr. Brian L. Roberts will be deemed
Independent Persons at any time.
15. "Initial Term" means the period beginning at the Effective Time
and ending at the 2004 annual meeting of shareholders of the Corporation.
16. "Replacement AT&T Director" has the meaning specified in paragraph
(B)(3) of this Article SIXTH.
17. "Replacement Comcast Director" has the meaning specified in
paragraph (B)(3) of this Article SIXTH.
18. "Replacement Director" has the meaning specified in paragraph
(B)(3) of this Article SIXTH.
19. "Replacement Independent Director" has the meaning specified in
paragraph (B)(3) of this Article SIXTH.
20. "Specified Period" means the period beginning at the Effective
Time and ending at the 2005 annual meeting of shareholders of the
Corporation or, if earlier, the date on which Mr. C. Michael Armstrong
ceases to be the Chairman.
21. "2004 Term" means the period beginning at the 2004 annual meeting
of shareholders of the Corporation and ending at the 2005 annual meeting of
shareholders of the Corporation.
B. Directors
1. From the Effective Time until the expiration of the 2004 Term,
subject to the fourth sentence of this paragraph (B)(1) of Article SIXTH
and the second to last sentence of paragraph (B)(3) of Article SIXTH, the
Board of Directors shall consist of five (5) Comcast Directors (at least
one (1) of whom shall be an Independent Person), five (5) AT&T Directors
and two (2) Independent Directors. If the size of the Board of Directors is
increased as described in the fourth sentence of this paragraph (B)(1) of
Article SIXTH or there is a vacancy in the Comcast or AT&T Class of
Directors that pursuant to the second to last sentence of paragraph (B)(3)
of Article SIXTH the applicable Class of Directors is not required to fill,
the size of the Board of Directors shall be fixed at the number of
Directors in place after such increase or vacancy and shall remain fixed at
such number unless subsequently increased again pursuant to the fourth
sentence of this paragraph (B)(1) of Article SIXTH or such vacancy is
filled pursuant to paragraph (B)(3) of Article SIXTH (in either of such
events the size of the Board of Directors shall be fixed at such increased
number until subsequently changed as provided in this paragraph (B)(1) and
paragraph (B)(3) of this Article SIXTH). At all times, the Board of
Directors shall consist of a majority of Independent Persons. From the
Effective Time until the expiration of the 2004 Term, a majority of the
Directors may increase the size of the Board of Directors by up to two (2)
members. The Board of Directors shall take all action necessary to ensure
that any vacancy on the Board of Directors created as a result of any such
increase shall be filled promptly by an Independent Person nominated by the
governance and directors nominating committee of the Board of Directors and
approved by the Board of Directors (an "Additional Independent Director").
After the election of an Additional Independent Director, such Additional
Independent Director shall be considered an Independent Director for
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all purposes of this Article SIXTH. After the expiration of the 2004 Term,
the size of the Board of Directors shall be determined in accordance with
the By-Laws of the Corporation and the provisions of these Articles of
Incorporation relating to Classes of Directors shall no longer apply.
2. Following the occurrence of a vacancy on the Board of Directors
that results in the absence of one or more of (i) a majority of Independent
Persons on the Board of Directors, (ii) at least one Comcast Director who
is an Independent Person, (iii) the then required number of Independent
Directors, (iv) four (4) Comcast Directors or (v) four (4) AT&T Directors,
and notwithstanding the occurrence of such vacancy, the applicable
Directors specified in paragraph (B)(3) of this Article SIXTH shall be
authorized to take the actions contemplated by such paragraph to permit the
Board of Directors to fill such vacancy (which vacancy shall be filled by
an Independent Person in the case of clauses (i), (ii) and (iii)) and the
Board of Directors shall be authorized to fill the vacancy in accordance
with such paragraph. In addition to the foregoing and subject to the last
sentence of paragraph (B)(3) of Article SIXTH, for a ninety (90) day period
following the occurrence of a vacancy in the Board of Directors that
results in one or more of the circumstances described in clauses (i), (ii),
(iii), (iv) and (v) of the preceding sentence, the Directors then in office
shall have and may exercise all of the powers of the Board of Directors to
the extent provided under these Articles of Incorporation, the By-Laws of
the Corporation and applicable law.
3. From the Effective Time until the expiration of the 2004 Term, the
Board of Directors shall take all action necessary to ensure that any seat
on the Board of Directors held by (i) a Comcast Director which becomes
vacant is filled promptly by a person designated by a majority of the
Comcast Directors remaining on the Board of Directors (such person, a
"Replacement Comcast Director"), (ii) an AT&T Director which becomes vacant
is filled promptly by a person designated by a majority of the AT&T
Directors remaining on the Board of Directors (such person, a "Replacement
AT&T Director") and (iii) an Independent Director which becomes vacant is
filled promptly by an Independent Person designated by the governance and
directors nominating committee of the Board of Directors (such person, a
"Replacement Independent Director" and, together with any Replacement
Comcast Director and any Replacement AT&T Director, a "Replacement
Director"); provided that the designation of any Replacement Independent
Director by the governance and directors nominating committee of the Board
of Directors shall be subject to the approval of the Board of Directors
prior to such person becoming a Replacement Independent Director.
Notwithstanding anything to the contrary contained herein, the remaining
Comcast Directors or the remaining AT&T Directors, as the case may be,
shall be under no obligation to designate a person to fill a vacancy in its
Class of Directors (and during the pendency of any such vacancy the Board
of Directors shall continue to exercise all of its powers to the extent
provided under these Articles of Incorporation, the By-Laws of the
Corporation and applicable law), except to the extent such vacancy results
in fewer than four (4) Directors in the affected Class of Directors or, in
the case of the Comcast Directors, the absence of one Comcast Director who
is an Independent Person. In the absence of a designation by the Comcast
Directors, the AT&T Directors or the governance and directors nominating
committee of the Board of Directors, as the case may be, of a person to
fill a vacancy in the relevant Class of Directors, the Board of Directors
shall have no authority to fill a vacancy in the applicable Class of
Directors.
4. Subject to paragraph (B)(7) of this Article SIXTH, each of the
Comcast Directors, AT&T Directors and Independent Directors at the
Effective Time, and each Replacement Director and Additional Independent
Director elected to the Board of Directors in accordance with this Article
SIXTH during the Initial Term, shall hold office until the expiration of
the Initial Term and until such Director's successor has been selected and
qualified or until such Director's earlier death, resignation or removal.
5. Subject to paragraph (B)(7) of this Article SIXTH, each of the
Comcast Directors, AT&T Directors and Independent Directors immediately
after the annual meeting of shareholders of the Corporation in 2004, and
each Replacement Director and Additional Independent Director elected to
the Board of Directors in accordance with this Article SIXTH during the
2004 Term, shall hold office until the expiration of the 2004 Term and
until such Director's successor has been selected and qualified or until
such Director's earlier death, resignation or removal.
6. The first (or in the event the Board of Directors calls an annual
meeting of shareholders pursuant to the last sentence of this paragraph
(B)(6), the second) annual meeting of shareholders of the Corporation after
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the Effective Time shall occur on such date and at such time in April 2004
as the Board of Directors may determine, or if the Board of Directors fails
to set a date and time, on the second Thursday of April 2004 at 9:00
o'clock a.m., if, in either case, not a holiday on which national banks are
or may elect to be closed ("Holiday"), and if such day is a Holiday, then
such meeting shall be held on the next business day at such time. The
second (or in the event the Board of Directors calls an annual meeting of
shareholders pursuant to the last sentence of this paragraph (B)(6), the
third) annual meeting of shareholders of the Corporation after the
Effective Time shall occur on such date and at such time in April 2005 as
the Board of Directors may determine, or if the Board of Directors fails to
set a date and time, on the second Thursday of April 2005 at 9:00 o'clock
a.m., if, in either case, not a Holiday, and if such day is a Holiday, then
such meeting shall be held on the next business day at such time. The
Corporation may, at the election of the Board of Directors, call an annual
meeting of shareholders of the Corporation in 2003 for the purpose of
conducting such business, other than the election of Directors, as the
Board of Directors shall determine.
7. In addition to the events set forth in each of paragraphs (B)(4)
and (B)(5) of this Article SIXTH, the term of office of any Comcast
Director or AT&T Director, in either case who was an Independent Person on
the date of such Director's designation, appointment or election as a
member of the Board of Directors, or of any Independent Director, shall
terminate on any date on which such Director shall cease to be an
Independent Person if as a result of such Director ceasing to be an
Independent Person the Board of Directors shall not include (i) a majority
of Independent Persons and (ii) at least one Comcast Director who is an
Independent Person.
C. Office of the Chairman
1. At the Effective Time and during the Specified Period, there shall
be an Office of the Chairman which shall be comprised of the Chairman and
the CEO.
2. The Office of the Chairman shall be the Corporation's principal
executive deliberative body with responsibility for corporate strategy,
policy and direction, governmental affairs and other matters of
significance to the Corporation. The Chairman and the CEO shall advise and
consult with each other with respect to each of the foregoing matters.
D. Officers
1. Chairman.
(a) At the Effective Time and during the Specified Period, the
Chairman shall be Mr. C. Michael Armstrong if he is willing and available
to serve; provided that from and after April 1, 2004, if the Specified
Period has not expired, Mr. C. Michael Armstrong shall be non- executive
Chairman for the remainder of the Specified Period. After the Specified
Period, the Chairman shall be Mr. Brian L. Roberts if he is willing and
available to serve.
(b) The Chairman shall preside at all meetings of the shareholders of
the Corporation and of the Board of Directors. In the absence of the
Chairman, if the Chairman and the CEO are not the same person, the CEO
shall chair such meetings.
(c) The Chairman shall have the authority to call special meetings of
the Board of Directors, in the manner provided by the By-Laws of the
Corporation.
(d) Removal of the Chairman shall require the affirmative vote of at
least 75% of the entire Board of Directors until the earlier to occur of
(i) the date on which neither Mr. C. Michael Armstrong nor Mr. Brian L.
Roberts is the Chairman and (ii) the sixth anniversary of the expiration of
the Initial Term.
2. Chief Executive Officer and President.
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(a) At the Effective Time, the CEO shall be Mr. Brian L. Roberts if he
is willing and available to serve. For so long as Mr. Brian L. Roberts
shall be the CEO, he shall also be the President of the Corporation.
(b) The powers, rights, functions and responsibilities of the CEO
shall include, without limitation, the following, subject to the control
and direction of the Board of Directors:
(i) the supervision, coordination and management of the
Corporation's business, operations, activities, operating expenses and
capital allocation;
(ii) matters relating to officers (other than the Chairman) and
employees, including, without limitation, hiring, terminating,
changing positions and allocating responsibilities of such officers
and employees; provided that, if the Chairman and the CEO are not the
same person, the CEO shall consult with the Chairman in connection
with the foregoing as it relates to the senior executives of the
Corporation; provided, further, that following the initial designation
of officers by the CEO (in consultation with the Chairman) as provided
herein, the election of officers shall be as provided in the By-Laws
of the Corporation;
(iii) all of the powers, rights, functions and responsibilities
typically exercised by a chief executive officer and president of a
corporation; and
(iv) the authority to call special meetings of the Board of
Directors, in the manner provided by the By-Laws of the Corporation.
(c) Removal of the CEO shall require the affirmative vote of at least
75% of the entire Board of Directors until the earlier to occur of (i) the
date on which Mr. Brian L. Roberts ceases to be the CEO and (ii) the sixth
anniversary of the expiration of the Initial Term.
E. Executive Committee. If the Board of Directors decides to establish an
Executive Committee, if he is willing and able to serve and for so long as he
shall be a member of the Board of Directors, Mr. Ralph J. Roberts shall be the
Chairman of the Executive Committee.
F. Amendment. Subject to paragraph (G) of this Article SIXTH, until the
earlier to occur of (i) the date on which Mr. Brian L. Roberts is no longer
serving as the Chairman or the CEO and (ii) the sixth anniversary of the
expiration of the Initial Term, the provisions of this Article SIXTH and the
provisions of Article 9 of the By-Laws may not be amended, altered, repealed or
waived in any respect without the prior approval of at least 75% of the entire
Board of Directors.
G. Termination. If Mr. Brian L. Roberts is no longer serving as the
Chairman or the CEO, the provisions of this Article SIXTH (other than paragraphs
(A) and (B)(2) (but only insofar as such paragraph relates to the requirement
that a majority of the Directors be Independent Persons) and the second sentence
of paragraph (B)(1), in each case of this Article SIXTH) shall terminate
automatically without any further action of the Board of Directors or the
shareholders of the Corporation; provided that notwithstanding the foregoing, in
the event that Mr. Brian L. Roberts ceases to serve as the Chairman or the CEO
prior to the 2005 annual meeting of shareholders of the Corporation, the
provisions of paragraphs (A), (B), (C) and (D)(1)(a)-(c) of this Article SIXTH
shall survive through the close of such annual meeting.
SEVENTH: In addition to any other approval required by law or by these
Articles of Incorporation, and notwithstanding any provision of Article FIFTH,
the approval of the holders of Class B Common Stock, voting separately as a
class, shall be necessary to approve (i) any merger or consolidation of the
Corporation with another entity or any other transaction, in each case that
requires the approval of the shareholders of the Corporation pursuant to the law
of the Commonwealth of Pennsylvania or other applicable law, or any other
transaction that would result in any person or group (as such term is defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) owning
shares representing in excess of 10% of the combined voting power of the
resulting or surviving corporation, or any issuance of securities (other than
pursuant to director or officer stock option or purchase plans) requiring
shareholder approval under the applicable rules and regulations of any stock
exchange or
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quotation system, (ii) any issuance of shares of Class B Common Stock or any
securities exercisable or exchangeable for or convertible into shares of Class B
Common Stock or (iii) any amendment to these Articles of Incorporation
(including, without limitation, any amendment to elect to have any of
Subchapters E, F, G, H, I and J or Section 2538 of Subchapter D, in each case of
Chapter 25 of the Business Corporation Law of 1988, be applicable to the
Corporation or any amendment to this Article SEVENTH) or the By-Laws of the
Corporation or any other action (including, without limitation, the adoption,
amendment or redemption of a shareholder rights plan) that would, in any such
case, limit the rights of the holders of Class B Common Stock or any subsequent
transferee of Class B Common Stock to transfer, vote or otherwise exercise
rights with respect to capital stock of the Corporation. In addition to any
other approval required by law or by these Articles of Incorporation, and
notwithstanding any provision of Article FIFTH, the approval of the holder of
any class or series of shares of the Corporation shall be necessary to approve
any amendment to these Articles of Incorporation which would make any change in
the preferences, limitations or rights of the shares of such class or series
adverse to such class or series.
EIGHTH: Special meetings of shareholders may be called only by the Board of
Directors and may not be called by shareholders of the Corporation.
NINTH: The shareholders of the Corporation shall not be permitted to act by
written consent in lieu of a meeting; provided that notwithstanding the
foregoing, the holders of a majority of the Class B Common Stock shall be
permitted to act by written consent in lieu of a meeting in the exercise of
their approval rights under Article SEVENTH.
TENTH: The Board of Directors shall have the power to amend the By-Laws to
the extent provided therein, subject only to applicable law. Any amendment to
the By-Laws approved by the shareholders of the Corporation shall not be deemed
to have been adopted by the Corporation unless it has been previously approved
by the Board of Directors.
ELEVENTH: No person who is or was a Director shall be personally liable, as
such, for monetary damages (other than under criminal statutes and under
federal, state and local laws imposing liability on directors for the payment of
taxes) unless the person's conduct constitutes self-dealing, willful misconduct
or recklessness. No amendment or repeal of this Article ELEVENTH shall apply to
or have any effect on the liability or alleged liability of any person who is or
was a Director for or with respect to any acts or omissions of the Director
occurring prior to the effective date of such amendment or repeal. If the
Business Corporation Law of 1988 is amended to permit a Pennsylvania corporation
to provide greater protection from personal liability for its directors than the
express terms of this Article ELEVENTH, this Article ELEVENTH shall be construed
to provide for such greater protection.
TWELFTH: No person who is or was an officer of the Corporation shall be
personally liable, as such, for monetary damages (other than under criminal
statutes and under federal, state and local laws imposing liability on directors
for the payment of taxes) unless the person's conduct constitutes self-dealing,
willful misconduct or recklessness. No amendment or repeal of this Article
TWELFTH shall apply to or have any effect on the liability or alleged liability
of any person who is or was an officer of the Corporation for or with respect to
any acts or omissions of the officer occurring prior to the effective date of
such amendment or repeal. If the Business Corporation Law of 1988 is amended to
permit a Pennsylvania corporation to provide greater protection from personal
liability for its officers than the express terms of this Article TWELFTH, this
Article TWELFTH shall be construed to provide for such greater protection.
THIRTEENTH: Any or all classes and series of shares of the Corporation, or
any part thereof, may be represented by uncertificated shares to the extent
determined by the Board of Directors, except that shares represented by a
certificate that is issued and outstanding shall continue to be represented
thereby until the certificate is surrendered to the Corporation. Within a
reasonable time after the issuance or transfer of uncertificated shares, the
Corporation shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on certificates.
The rights and obligations of the holders of shares represented by certificates
and the rights and obligations of the holders of uncertificated shares of the
same class and series shall be identical.
FOURTEENTH: Subchapters E, F, G, H, I and J and Section 2538 of Subchapter
D, in each case of Chapter 25 of the Business Corporation Law of 1988, shall not
be applicable to the Corporation.
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FIFTEENTH: Henceforth, these Articles supersede the original Articles and
all amendments filed thereto.
-14-
PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU
--------------------------------------------------------------------------------
Articles of Amendment-Domestic Corporation
(15 Pa.C.S.)
------------------------
| Entity Number | __X__ Business Corporation (ss. 1915)
| 3039985 | _____ Nonprofit Corporation (ss. 5915)
------------------------
------------------------------------------------
|Name | Document will be returned to
| | the name and address you
|-------------------------------------------- | enter to the left.
|Address: | <---
| |
|-------------------------------------------- |
|City State Zip Code |
| |
|-------------------------------------------- |
------------------------------------------------
--------------------------------------------------------------------------------
Fee: $52 ----------------------------------------------------
| |
| Filed in the Department of State on May 28, 2004 |
| --------------|
| /s/ Pedro A. Cortes |
|--------------------------------------------------|
| Secretary of the Commonwealth |
----------------------------------------------------
In compliance with the requirements of the applicable provisions of 15
Pa.C.S. ss.1915 (relating to articles of amendment), the undersigned, desiring
to amend its articles, hereby states that:
--------------------------------------------------------------------------------
1. The name of the corporation is:
Comcast Corporation
------------------------------------------
--------------------------------------------------------------------------------
2. The (a) address of this corporation's current registered office in this
Commonwealth or (b) name of its commercial registered office provider and
the county of venue is (the Department is hereby authorized to correct the
following information to conform to the records of the Department):
(a) Number and Street City State Zip County
1500 Market Street, 35th Floor Phila., PA. 19102-2148 Phila.
(b) Name of Commercial Registered Office Provider County
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c/o
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3. The statute by or under which it was incorporated:
Pennsylvania Business Corporation Law of 1988, as amended, 15 Pa.C.S.
ss.ss.1101 et seq.
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--------------------------------------------------------------------------------
4. The date of its incorporation:
December 7, 2001
---------------------------------
--------------------------------------------------------------------------------
5. Check, and if appropriate, complete one of the following:
__X__ The amendment shall be effective upon filing these Articles of Amendment
in the Department of State.
The amendment shall be effective on _________ at _________
Date Hour
--------------------------------------------------------------------------------
DSCB:15-1915/5915-2
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6. Check one of the following:
___ The amendment was adopted by the shareholders or members pursuant to 15
Pa.C.S. ss. 1914(a) and (b) or ss. 5914(a).
-----------------------------------------------------------------------------
__X___ The amendment was adopted by the board of directors pursuant to 15 Pa.
C.S. ss. 1914(c) or ss. 5914(b).
-----------------------------------------------------------------------------
--------------------------------------------------------------------------------
7. Check, and if appropriate, complete one of the following:
_____ The amendment adopted by the corporation, set forth in full, is as follows
X__ The amendment adopted by the corporation is set forth in full in Exhibit A
attached hereto and made a part hereof.
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8. Check if the amendment restates the Articles:
X_ The restated Articles of Incorporation supersede the original articles and
all amendments thereto.
--------------------------------------------------------------------------------
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|IN TESTIMONY WHEREOF, the undersigned corporation has caused|
|these Articles of Amendment to be signed by a duly |
|authorized officer thereof this |
| |
|Twenty-Eighth day of May, 2004. |
| |
| |
| Comcast Corporation |
|----------------------------------------------------------- |
| Name of Corporation |
| |
| /s/ Arthur R. Block |
|----------------------------------------------------------- |
| Signature |
| |
| Arthur R. Block |
| Senior Vice President, General Counsel and Secretary |
|----------------------------------------------------------- |
| Title |
| |
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Exhibit A
Restated Articles of Incorporation of Comcast Corporation
The Articles of Incorporation of the Corporation are restated in their
entirety so as to read as follows:
FIRST: The name of the Corporation is Comcast Corporation (the
"Corporation").
SECOND: The location and post office address of the Corporation's current
registered office in this Commonwealth is:
1500 Market Street, 35th Floor
Philadelphia, PA 19102-2148
THIRD: The Corporation is incorporated under the provisions of the Business
Corporation Law of 1988. The purpose or purposes for which the Corporation is
organized are:
To have unlimited power to engage in and to do any lawful act
concerning any or all lawful business for which corporations may be incorporated
under the Business Corporation Law.
FOURTH: The term of its existence is perpetual.
FIFTH: A. The aggregate number of shares which the Corporation shall have
authority to issue is SEVEN BILLION FIVE HUNDRED MILLION (7,500,000,000) shares
of Class A Common Stock, par value $0.01 per share, SEVEN BILLION FIVE HUNDRED
MILLION (7,500,000,000) shares of Class A Special Common Stock, par value $0.01
per share, SEVENTY FIVE MILLION (75,000,000) shares of Class B Common Stock, par
value $0.01 per share, and TWENTY MILLION (20,000,000) shares of Preferred
Stock, which the Board of Directors may issue, in one or more series, without
par value, with full, limited, multiple, fractional, or no voting rights, and
with such designations, preferences, qualifications, privileges, limitations,
restrictions, options, conversion rights and other special or relative rights as
shall be fixed by the Board of Directors.
B. The descriptions, preferences, qualifications, limitations, restrictions
and the voting, special or relative rights in respect of the shares of each
class of Common Stock are as follows:
1. (a) Subject to paragraph (B)(1)(c) of this Article FIFTH, each
share of Class A Common Stock shall entitle the holder thereof to the
number of votes equal to a quotient the numerator of which is the excess of
(i) the Total Number of Votes (as defined below) over (ii) the sum of (A)
the Total Number of B Votes (as defined below) and (B) the Total Number of
Other Votes (as defined below) and the denominator of which is the number
of outstanding shares of Class A Common Stock (provided that if at any time
there are no outstanding shares of Class B Common Stock, each share of
Class A Common Stock shall entitle the holder thereof to one (1) vote) and
each share of Class B Common Stock shall entitle the holder thereof to
fifteen (15) votes. Holders of shares of Class A Special Common Stock shall
not be entitled to vote for the election of Directors (as defined below in
Article SIXTH) or any other matter except as may be required by applicable
law, in which case each share of Class A Special Common Stock shall entitle
the holder thereof to the same number of votes to which each holder of
Class A Common Stock is entitled for each of such holder's shares of Class
A Common Stock. "Total Number of Votes" on any record date is equal to a
quotient the numerator of which is the Total Number of B Votes on such
record date and the denominator of which is the B Voting Percentage (as
defined below) on such record date. "Total Number of B Votes" on any record
date is equal to the product of (i) 15 and (ii) the number of outstanding
shares of Class B Common Stock on such record date. "Total Number of Other
Votes" on any record date means the aggregate number of votes to which
holders of all classes of capital stock of the Corporation other than
holders of Class A Common Stock and Class B Common Stock are entitled to
cast on such record date in an election of Directors. "B Voting Percentage"
on any record date means the portion (expressed as a percentage) of the
total number of votes entitled to be cast in an election of Directors by
the holders of capital stock of the Corporation to which all holders of
Class B
Common Stock are entitled to cast on such record date in an election of
Directors, as specified and determined pursuant to paragraph (B)(1)(c) of
this Article FIFTH.
(b) Except as provided in Article SEVENTH or required by applicable
law, only the holders of Class A Common Stock, the holders of Class B
Common Stock and the holders of any other class or series of Common Stock,
Preferred Stock or other class of capital stock of the Corporation (if any)
with voting rights shall be entitled to vote and shall vote as a single
class on all matters with respect to which a vote of the shareholders of
the Corporation is required or permitted under applicable law, these
Articles of Incorporation, or the By-Laws of the Corporation. Whenever
applicable law, these Articles of Incorporation or the By-Laws of the
Corporation provide for a vote of the shareholders of the Corporation on
any matter, approval of such matter shall require the affirmative vote of a
majority of the votes cast by the holders entitled to vote thereon unless
otherwise expressly provided under applicable law, these Articles of
Incorporation or the By-Laws of the Corporation.
(c) Notwithstanding any other provision of these Articles of
Incorporation, including paragraph (B)(1)(a) of this Article FIFTH, but
subject to Article SEVENTH, with respect to any matter on which the holders
of Class B Common Stock and the holders of one or more classes or series of
Common Stock, Preferred Stock or any other class of capital stock of the
Corporation (if any) vote as a single class, each share of Class B Common
Stock shall entitle the holder thereof to the number of votes necessary so
that, if all holders of Class B Common Stock and all holders of each such
other class or series of Common Stock, Preferred Stock and other class of
capital stock of the Corporation (if any) were to cast all votes they are
entitled to cast on such matter, the holders of the Class B Common Stock in
the aggregate would cast thirty three and one-third (33 1/3) per cent of
the total votes cast by all such holders, subject to reduction as set forth
in the following sentence. If at any time after the Effective Time for any
reason whatsoever the number of shares of Class B Common Stock outstanding
at such time is reduced below the number of shares of Class B Common Stock
outstanding at the Effective Time (appropriately adjusted for any stock
dividend paid in Class B Common Stock, stock splits or reverse stock splits
of the Class B Common Stock or combinations, consolidations or
reclassifications of the Class B Common Stock), the percentage specified in
the preceding sentence shall be reduced to a percentage equal to the
product of (i) thirty three and one-third (33 1/3) and (ii) the fraction
obtained by dividing the number of shares of Class B Common Stock
outstanding at such time by the number of shares of Class B Common Stock
outstanding at the Effective Time (appropriately adjusted for any stock
dividend paid in Class B Common Stock, stock splits or reverse stock splits
of the Class B Common Stock or combinations, consolidations or
reclassifications of the Class B Common Stock). No reduction in the
percentage of the voting power of the Class B Common Stock pursuant to the
preceding sentence shall be reversed by any issuance of Class B Common
Stock that occurs after such reduction.
2. The holders of Class A Common Stock, the holders of Class A Special
Common Stock and the holders of Class B Common Stock shall be entitled to
receive, from time to time, when and as declared, in the discretion of the
Board of Directors, such cash dividends as the Board of Directors may from
time to time determine, out of such funds as are legally available
therefore, in proportion to the number of shares held by them,
respectively, without regard to class.
3. The holders of Class A Common Stock, the holders of Class A Special
Common Stock, and the holders of Class B Common Stock shall be entitled to
receive, from time to time, when and as declared by the Board of Directors,
such dividends of stock of the Corporation or other property as the Board
of Directors may determine, out of such funds as are legally available
therefore. Stock dividends on, or stock splits of, any class of Common
Stock shall not be paid or issued unless paid or issued on all classes of
Common Stock, in which case they shall be paid or issued only in shares of
that class; provided, however, that stock dividends on, or stock splits of,
Class B Common Stock may be paid or issued in shares of Class A Special
Common Stock. Any decrease in the number of shares of any class of Common
Stock resulting from a combination or consolidation of shares or other
capital reclassification shall not be permitted unless parallel action is
taken with respect to each other class of Common Stock, so that the number
of shares of each class of Common Stock outstanding shall be decreased
proportionately. Notwithstanding anything to the contrary contained herein,
in the event of a distribution of property, plan of merger or
consolidation, plan of asset transfer, plan of division, plan of exchange,
or recapitalization pursuant to which the holders of Class A Common Stock,
the holders of Class A Special Common Stock and the holders of Class B
Common Stock would be entitled to
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receive equity interests of one or more corporations (including, without
limitation, the Corporation) or other entities, or rights to acquire such
equity interests, then the Board of Directors may, by resolution duly
adopted, provide that the holders of Class A Common Stock, the holders of
Class A Special Common Stock, and the holders of Class B Common Stock,
respectively and as separate classes, shall receive with respect to their
Class A Common Stock, Class A Special Common Stock, or Class B Common Stock
(whether by distribution, exchange, redemption or otherwise), in proportion
to the number of shares held by them, equity interests (or rights to
acquire such equity interests) of separate classes or series having
substantially equivalent relative designations, preferences,
qualifications, privileges, limitations, restrictions and rights as the
relative designations, preferences, qualifications, privileges,
limitations, restrictions and rights of the Class A Common Stock, Class A
Special Common Stock and Class B Common Stock. Except as provided above, if
there should be any distribution of property, merger, consolidation,
purchase or acquisition of property or stock, asset transfer, division,
share exchange, recapitalization or reorganization of the Corporation, the
holders of Class A Common Stock, the holders of Class A Special Common
Stock, and the holders of Class B Common Stock shall receive the shares of
stock, other securities or rights or other assets as would be issuable or
payable upon such distribution, merger, consolidation, purchase or
acquisition of such property or stock, asset transfer, division, share
exchange, recapitalization or reorganization in proportion to the number of
shares held by them, respectively, without regard to class.
4. Each share of Class B Common Stock shall be convertible at the
option of the holder thereof into one share of Class A Common Stock or one
share of Class A Special Common Stock. Each share of Class B Common Stock
shall be cancelled after it has been converted as provided herein.
5. Subject to Article SEVENTH and except as otherwise permitted by
applicable law, each and any provision of these Articles of Incorporation
may from time to time, when and as desired, be amended by a resolution of
the Board of Directors and the affirmative vote of a majority of the votes
cast by all shareholders entitled to vote thereon, as determined in
accordance with the provisions of this Article FIFTH. There shall be no
class voting on any such amendments or on any other matter except as shall
be required by Article SEVENTH or by applicable law, in which case there
shall be required the affirmative vote of a majority of the votes cast by
the holders of the outstanding shares of each class entitled to vote by
Article SEVENTH or by applicable law, voting as a separate class.
6. If there should be any merger, consolidation, purchase or
acquisition of property or stock, separation, reorganization, division or
share exchange, the Board of Directors shall take such action as may be
necessary to enable the holders of the Class B Common Stock to receive upon
any subsequent conversion of their stock into Class A Common Stock or Class
A Special Common Stock (as the case may be), in whole or in part, in lieu
of any shares of Class A Common Stock or Class A Special Common Stock (as
the case may be) of the Corporation, the shares of stock, securities, or
other assets as would be issuable or payable upon such merger,
consolidation, purchase, or acquisition of property or stock, separation,
reorganization, division or share exchange in respect of or in exchange for
such share or shares of Class A Common Stock or Class A Special Common
Stock (as the case may be).
7. In the event of any liquidation, dissolution or winding up (either
voluntary or involuntary) of the Corporation, the holders of Class A Common
Stock, the holders of Class A Special Common Stock and the holders of Class
B Common Stock shall be entitled to receive the assets and funds of the
Corporation in proportion to the number of shares held by them,
respectively, without regard to class.
8. At all times the Board of Directors shall take such action to
adjust the conversion privileges of the Class B Common Stock and the number
of shares of Class B Common Stock to be outstanding after any particular
transaction to prevent the dilution of the conversion rights of the holders
of Class B Common Stock.
9. Except as expressly set forth in these Articles of Incorporation
(including, without limitation, this Article FIFTH and Article SEVENTH),
the rights of the holders of Class A Common Stock, the rights of the
holders of Class A Special Common Stock and the rights of the holders of
Class B Common Stock shall be in all respects identical.
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10. Neither the holders of the Class A Common Stock nor the holders of
the Class B Common Stock nor the holders of any other class or series of
Common Stock, Preferred Stock or other class of capital stock of the
Corporation, whether issued prior to or after the Effective Time, shall
have cumulative voting rights.
C. Pursuant to the authority granted to the Board of Directors in paragraph
A of this Article FIFTH, the Board of Directors has fixed and designated a
Series A Participating Cumulative Preferred Stock having the voting rights and
designations, preferences, qualifications, privileges, limitations,
restrictions, and other special and relative rights as are hereinafter set
forth:
1. The shares of such series shall be designated as "Series A
Participating Cumulative Preferred Stock" (the "Series A Preferred Stock"),
and the number of shares constituting such series shall be 2,500,000. Such
number of shares of the Series A Preferred Stock 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 issuable upon exercise or conversion of outstanding rights, options
or other securities issued by the Corporation.
2. (a) The holders of shares of 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 on
March 31, June 30, September 30 and December 31 of 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 any 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 (i) $10.00 and (ii) subject to the provision for adjustment hereinafter
set forth, 1000 times the aggregate per share amount of all cash dividends
or other distributions and 1000 times the aggregate per share amount of all
non-cash dividends or other distributions (other than (A) a dividend
payable in shares of Common Stock, par value $0.01 per share, of the
Corporation (the "Common Stock") or (B) 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. If the Corporation, at any time after November 18, 2002
(the "Rights Declaration Date"), pays any dividend on Common Stock payable
in shares of Common Stock or effects a subdivision or combination of the
outstanding shares of Common Stock (by reclassification or otherwise) 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 (ii) 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 (C)(2)(a) of this Article
FIFTH immediately after it declares a dividend or distribution on the
Common Stock (other than as described in clauses (ii)(A) and (ii)(B) of the
first sentence of paragraph (C)(2) (a) of this Article FIFTH); provided
that if 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 (or, with respect to the
first Quarterly Dividend Payment Date, the period between the first
issuance of any share or fraction of a share of Series A Preferred Stock
and such first Quarterly Dividend Payment Date), a dividend of $10.00 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 issuance of such shares of Series A Preferred
Stock, unless the date of issuance of such shares is on or before the
record date for the first Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue and be cumulative from the
date of issue of such shares, or unless the date of issue 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 on or before
such Quarterly Dividend Payment Date, in which case 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
shares of Series A Preferred Stock in an amount less than the total amount
of such dividends at the time
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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 not be
more than 60 days prior to the date fixed for the payment thereof.
3. In addition to any other voting rights required by law, the holders
of shares of Series A Preferred Stock shall have the following voting
rights:
(a) Each share of Series A Preferred Stock shall entitle the holder
thereof to a number of votes equal to 1000 (as adjusted as described below,
the "Adjustable Factor") times the number of votes a share of Class A
Common Stock is entitled to cast on all matters submitted to a vote of
stockholders of the Corporation. For purposes of calculating the number of
votes a share of Class A Common Stock is entitled to cast on all matters
submitted to a vote of stockholders of the Corporation, as set forth in the
Corporation's articles of incorporation, votes represented by shares of
Series A Preferred Stock shall be included in the "Total Number of Other
Votes" (as defined in the Corporation's articles of incorporation). If the
Corporation shall at any time after the Rights Declaration Date pay any
dividend on Common Stock payable in shares of Common Stock or effect a
subdivision or combination of the outstanding shares of Common Stock (by
reclassification or otherwise) 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 the Adjustable Factor
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 or by law, the holders of
shares of Series A Preferred Stock and the holders of shares of Common
Stock shall vote together as a single class on all matters submitted to a
vote of stockholders of the Corporation.
(c) (i) If at any time dividends on any Series A Preferred Stock shall
be in arrears in an amount equal to six quarterly dividends thereon, the
occurrence of such contingency shall mark the beginning of a period (herein
called a "default period") which shall extend until such time when all
accrued and unpaid dividends for all previous quarterly dividend periods
and for the current quarterly dividend period on all shares of Series A
Preferred Stock then outstanding shall have been declared and paid or set
apart for payment. During each default period, all holders of Preferred
Stock and any other series of Preferred Stock then entitled as a class to
elect directors, voting together as a single class, irrespective of series,
shall have the right to elect two additional Directors to the Board of
Directors.
(ii) During any default period, such voting right of the holders of
Series A Preferred Stock may be exercised initially at a special meeting
called pursuant to paragraph (C)(3)(c)(iii) of this Article FIFTH or at any
annual meeting of stockholders, and thereafter at annual meetings of
stockholders; provided that neither such voting right nor the right of the
holders of any other series of Preferred Stock, if any, to increase, in
certain cases, the authorized number of Directors shall be exercised unless
the holders of 10% in number of shares of Preferred Stock outstanding shall
be present in person or by proxy. The absence of a quorum of holders of
Common Stock shall not affect the exercise by holders of Preferred Stock of
such voting right. If at any meeting at which holders of Preferred Stock
shall initially exercise such voting right the number of additional
Directors which may be so elected does not amount to the required number,
the holders of the Preferred Stock shall have the right to make such
increase in the number of Directors as shall be necessary to permit the
election by them of the required number. After the holders of the Preferred
Stock shall have initially exercised their right to elect two additional
Directors in any default period and during the continuance of such period,
the number of Directors shall not be increased or decreased except by vote
of the holders of Preferred Stock as herein provided or pursuant to the
rights of any equity securities ranking senior to or pari passu with the
Series A Preferred Stock.
(iii) Unless the holders of Preferred Stock shall have previously
exercised their right to elect Directors during an existing default period,
the Board of Directors may order, or any stockholder or stockholders owning
in the aggregate not less than 10% of the total number of shares of
Preferred Stock outstanding, irrespective of series, may request, the
calling of a special meeting of holders of Preferred Stock, which meeting
shall
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thereupon be called by the Chief Executive Officer, the President, a Vice
President or the Secretary of the Corporation. Notice of such meeting and
of any annual meeting at which holders of Preferred Stock are entitled to
vote pursuant to this paragraph (C)(3)(c) (iii) of this Article FIFTH shall
be given to each holder of record of Preferred Stock by mailing a copy of
such notice to him at the address of such holder shown on the registry
books of the Corporation. Such meeting shall be called for a time not
earlier than 20 days and not later than 60 days after such order or request
or in default of the calling of such meeting within 60 days after such
order or request, such meeting may be called on similar notice by any
stockholder or stockholders owning in the aggregate not less than 10% of
the total number of shares of Preferred Stock outstanding, irrespective of
series. Notwithstanding the provisions of this paragraph (C)(3)(c) (iii) of
this Article FIFTH , no such special meeting shall be called during the
period within 60 days immediately preceding the date fixed for the next
annual meeting of stockholders.
(iv) In any default period, the holders of Common Stock, and other
classes of stock of the Corporation if applicable, shall continue to be
entitled to elect the whole number of Directors until the holders of
Preferred Stock shall have exercised their right to elect two Directors
voting as a class, after the exercise of which right (x) the Directors so
elected by the holders of Preferred Stock shall continue in office until
their successors shall have been elected by such holders or until the
expiration of the default period, and (y) any vacancy in the Board of
Directors may (except as provided in paragraph (C)(3)(c)(ii) of this
Article FIFTH) be filled by vote of a majority of the remaining Directors
theretofore elected by the holders of the class of stock which elected the
Director whose office shall have become vacant. References in this
paragraph (C)(3)(c) of this Article FIFTH to Directors elected by the
holders of a particular class of stock shall include Directors elected by
such Directors to fill vacancies as provided in clause (y) of the foregoing
sentence.
(v) Immediately upon the expiration of a default period, (x) the right
of the holders of Preferred Stock as a class to elect Directors shall
cease, (y) the term of any Directors elected by the holders of Preferred
Stock as a class shall terminate, and (z) the number of Directors shall be
such number as may be provided for in the articles of incorporation or
by-laws irrespective of any increase made pursuant to the provisions of
Section 3(c)(ii) (such number being subject, however, to change thereafter
in any manner provided by law or in the articles of incorporation or
by-laws). Any vacancies in the Board of Directors effected by the
provisions of clauses (y) and (z) in the preceding sentence may be filled
by a majority of the remaining Directors.
(d) The articles of incorporation of the Corporation shall not be
amended in any manner (whether by merger or otherwise) so as to adversely
affect the powers, preferences or special rights of the Series A Preferred
Stock without the affirmative vote of the holders of a majority of the
outstanding shares of Series A Preferred Stock, voting separately as a
class.
(e) Except as otherwise provided herein, holders of Series A Preferred
Stock shall have no special voting rights, and their consent shall not be
required for taking any corporate action.
4. (a) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in
paragraph (C)(2) of this Article FIFTH are in arrears, thereafter and until
all accrued and unpaid dividends and distributions, whether or not
declared, on outstanding shares of Series A Preferred Stock shall have been
paid in full, the Corporation shall not:
(i) declare or pay dividends on, 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 on, 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
other 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, purchase or otherwise acquire for value any shares of
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
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exchange for shares of stock of the Corporation ranking junior (as to
dividends and upon dissolution, liquidation or winding up) to the Series A
Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of
Series A Preferred Stock, or 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 in accordance with a purchase
offer made in writing or by publication (as determined by the Board of
Directors) to all holders of Series A Preferred Stock and all such other
parity stock 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 value any shares of stock of the
Corporation unless the Corporation could, under paragraph 4(a), purchase or
otherwise acquire such shares at such time and in such manner.
5. Any shares of Series A Preferred Stock redeemed, 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 without designation as to series and may be reissued as
part of a new series of Preferred Stock to be created by resolution or
resolutions of the Board of Directors as permitted by the articles of
incorporation or as otherwise permitted under Pennsylvania Law.
6. Upon any liquidation, dissolution or winding up of the Corporation,
no distribution shall be made (a) 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 $10.00 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 1000 times the aggregate amount
to be distributed per share to holders of Common Stock, or (b) to the
holders 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 other 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. If the Corporation shall at any time after the Rights
Declaration Date pay any dividend on Common Stock payable in shares of
Common Stock or effect a subdivision or combination of the outstanding
shares of Common Stock (by reclassification or otherwise) 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
(a) 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.
7. If 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 or any other
property, then in any such case the shares of Series A Preferred Stock
shall at the same time be similarly exchanged for or changed into an amount
per share, subject to the provision for adjustment hereinafter set forth,
equal to 1000 times the aggregate amount of stock, securities, cash or any
other property, as the case may be, into which or for which each share of
Common Stock is changed or exchanged. If the Corporation shall at any time
after the Rights Declaration Date pay any dividend on Common Stock payable
in shares of Common Stock or effect a subdivision or combination of the
outstanding shares of Common Stock (by reclassification or otherwise) 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.
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8. The Series A Preferred Stock shall not be redeemable.
9. The Series A Preferred Stock shall rank junior (as to dividends and
upon liquidation, dissolution and winding up) to all other series of the
Corporation's preferred stock except any series that specifically provides
that such series shall rank junior to or on a parity with the Series A
Preferred Stock.
10. Series A Preferred Stock may be issued in fractions of a share
which 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.
SIXTH: Governance
A. Definitions
1. "Additional Independent Director" has the meaning specified in
paragraph (B)(1) of this Article SIXTH.
2. "AT&T" means AT&T Corp., a New York corporation.
3. "AT&T Directors" means (i) those five (5) Directors designated by
AT&T to serve as members of the Board of Directors pursuant to a
contractual right of AT&T to designate such Directors and (ii) any
Replacement AT&T Director.
4. "Board of Directors" means the Board of Directors of the
Corporation.
5. "CEO" means the Chief Executive Officer of the Corporation.
6. "Chairman" means the Chairman of the Board of Directors.
7. "Class of Director" means the Comcast Directors, the AT&T Directors
or the Independent Directors, as the case may be.
8. "Comcast" means Comcast Corporation, a Pennsylvania corporation.
9. "Comcast Directors" means (i) those five (5) Directors designated
by Comcast to serve as members of the Board of Directors pursuant to a
contractual right of Comcast to designate such Directors and (ii) any
Replacement Comcast Director.
10. "Director" means a director of the Corporation.
11. "Effective Time" means the date and time at which these Amended
and Restated Articles of Incorporation become effective with the Department
of State of the Commonwealth of Pennsylvania.
12. "Holiday" has the meaning specified in paragraph (B)(6) of this
Article SIXTH.
13. "Independent Director" means (i) those two (2) Independent Persons
jointly designated by AT&T and Comcast to serve as members of the Board of
Directors pursuant to a contractual right of AT&T and Comcast to designate
such Directors, (ii) any Additional Independent Director and (iii) any
Replacement Independent Director.
14. "Independent Person" means an independent person (determined in
accordance with the rules of the principal stock exchange or interdealer
quotation system on which the class of Corporation common stock with the
greatest aggregate market capitalization (as determined in good faith by
the Board of Directors) is traded), it being understood that (i) each
individual who was a member of the Board of Directors of AT&T as of
December 19, 2001 (other than Mr. C. Michael Armstrong) was deemed to be an
Independent Person as of
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December 19, 2001, (ii) subject to clauses (iii) and (iv) of this
definition, none of the members of the Board of Directors of Comcast as of
December 19, 2001 was deemed to be an Independent Person as of December 19,
2001, (iii) Mr. Decker Anstrom was deemed to be an Independent Person as of
December 19, 2001, (iv) for any period during which Mr. Decker Anstrom is
not a Director, one person (other than Mr. Ralph J. Roberts, Mr. Brian L.
Roberts, Mr. Julian A. Brodsky or Mr. Sheldon M. Bonovitz) designated by
the CEO (which designation may be changed at any time by the CEO) who was a
member of the Board of Directors of Comcast on December 19, 2001 and who
would qualify as an Independent Person under this definition not taking
into account clause (ii) of this definition shall be deemed to be an
Independent Person; provided that such person shall not be eligible to be
an AT&T Director or an Independent Director (any such designee, a "Comcast
Independent Designee") and (v) none of the spouse, parents, siblings,
lineal descendants, aunts, uncles, cousins and other close relatives (or
their respective spouses) of Mr. Brian L. Roberts will be deemed
Independent Persons at any time.
15. "Initial Term" means the period beginning at the Effective Time
and ending at the 2004 annual meeting of shareholders of the Corporation.
16. "Replacement AT&T Director" has the meaning specified in paragraph
(B)(3) of this Article SIXTH.
17. "Replacement Comcast Director" has the meaning specified in
paragraph (B)(3) of this Article SIXTH.
18. "Replacement Director" has the meaning specified in paragraph
(B)(3) of this Article SIXTH.
19. "Replacement Independent Director" has the meaning specified in
paragraph (B)(3) of this Article SIXTH.
20. "Specified Period" means the period beginning at the Effective
Time and ending at the 2005 annual meeting of shareholders of the
Corporation or, if earlier, the date on which Mr. C. Michael Armstrong
ceases to be the Chairman.
21. "2004 Term" means the period beginning at the 2004 annual meeting
of shareholders of the Corporation and ending at the 2005 annual meeting of
shareholders of the Corporation.
B. Directors
1. From the Effective Time until the expiration of the 2004 Term,
subject to the fourth sentence of this paragraph (B)(1) of Article SIXTH
and the second to last sentence of paragraph (B)(3) of Article SIXTH, the
Board of Directors shall consist of five (5) Comcast Directors (at least
one (1) of whom shall be an Independent Person), five (5) AT&T Directors
and two (2) Independent Directors. If the size of the Board of Directors is
increased as described in the fourth sentence of this paragraph (B)(1) of
Article SIXTH or there is a vacancy in the Comcast or AT&T Class of
Directors that pursuant to the second to last sentence of paragraph (B)(3)
of Article SIXTH the applicable Class of Directors is not required to fill,
the size of the Board of Directors shall be fixed at the number of
Directors in place after such increase or vacancy and shall remain fixed at
such number unless subsequently increased again pursuant to the fourth
sentence of this paragraph (B)(1) of Article SIXTH or such vacancy is
filled pursuant to paragraph (B)(3) of Article SIXTH (in either of such
events the size of the Board of Directors shall be fixed at such increased
number until subsequently changed as provided in this paragraph (B)(1) and
paragraph (B)(3) of this Article SIXTH). At all times, the Board of
Directors shall consist of a majority of Independent Persons. From the
Effective Time until the expiration of the 2004 Term, a majority of the
Directors may increase the size of the Board of Directors by up to two (2)
members. The Board of Directors shall take all action necessary to ensure
that any vacancy on the Board of Directors created as a result of any such
increase shall be filled promptly by an Independent Person nominated by the
governance and directors nominating committee of the Board of Directors and
approved by the Board of Directors (an "Additional Independent Director").
After the election of an Additional Independent Director, such Additional
Independent Director shall be considered an Independent Director for
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all purposes of this Article SIXTH. After the expiration of the 2004 Term,
the size of the Board of Directors shall be determined in accordance with
the By-Laws of the Corporation and the provisions of these Articles of
Incorporation relating to Classes of Directors shall no longer apply.
2. Following the occurrence of a vacancy on the Board of Directors
that results in the absence of one or more of (i) a majority of Independent
Persons on the Board of Directors, (ii) at least one Comcast Director who
is an Independent Person, (iii) the then required number of Independent
Directors, (iv) four (4) Comcast Directors or (v) four (4) AT&T Directors,
and notwithstanding the occurrence of such vacancy, the applicable
Directors specified in paragraph (B)(3) of this Article SIXTH shall be
authorized to take the actions contemplated by such paragraph to permit the
Board of Directors to fill such vacancy (which vacancy shall be filled by
an Independent Person in the case of clauses (i), (ii) and (iii)) and the
Board of Directors shall be authorized to fill the vacancy in accordance
with such paragraph. In addition to the foregoing and subject to the last
sentence of paragraph (B)(3) of Article SIXTH, for a ninety (90) day period
following the occurrence of a vacancy in the Board of Directors that
results in one or more of the circumstances described in clauses (i), (ii),
(iii), (iv) and (v) of the preceding sentence, the Directors then in office
shall have and may exercise all of the powers of the Board of Directors to
the extent provided under these Articles of Incorporation, the By-Laws of
the Corporation and applicable law.
3. From the Effective Time until the expiration of the 2004 Term, the
Board of Directors shall take all action necessary to ensure that any seat
on the Board of Directors held by (i) a Comcast Director which becomes
vacant is filled promptly by a person designated by a majority of the
Comcast Directors remaining on the Board of Directors (such person, a
"Replacement Comcast Director"), (ii) an AT&T Director which becomes vacant
is filled promptly by a person designated by a majority of the AT&T
Directors remaining on the Board of Directors (such person, a "Replacement
AT&T Director") and (iii) an Independent Director which becomes vacant is
filled promptly by an Independent Person designated by the governance and
directors nominating committee of the Board of Directors (such person, a
"Replacement Independent Director" and, together with any Replacement
Comcast Director and any Replacement AT&T Director, a "Replacement
Director"); provided that the designation of any Replacement Independent
Director by the governance and directors nominating committee of the Board
of Directors shall be subject to the approval of the Board of Directors
prior to such person becoming a Replacement Independent Director.
Notwithstanding anything to the contrary contained herein, the remaining
Comcast Directors or the remaining AT&T Directors, as the case may be,
shall be under no obligation to designate a person to fill a vacancy in its
Class of Directors (and during the pendency of any such vacancy the Board
of Directors shall continue to exercise all of its powers to the extent
provided under these Articles of Incorporation, the By-Laws of the
Corporation and applicable law), except to the extent such vacancy results
in fewer than four (4) Directors in the affected Class of Directors or, in
the case of the Comcast Directors, the absence of one Comcast Director who
is an Independent Person. In the absence of a designation by the Comcast
Directors, the AT&T Directors or the governance and directors nominating
committee of the Board of Directors, as the case may be, of a person to
fill a vacancy in the relevant Class of Directors, the Board of Directors
shall have no authority to fill a vacancy in the applicable Class of
Directors.
4. Subject to paragraph (B)(7) of this Article SIXTH, each of the
Comcast Directors, AT&T Directors and Independent Directors at the
Effective Time, and each Replacement Director and Additional Independent
Director elected to the Board of Directors in accordance with this Article
SIXTH during the Initial Term, shall hold office until the expiration of
the Initial Term and until such Director's successor has been selected and
qualified or until such Director's earlier death, resignation or removal.
5. Subject to paragraph (B)(7) of this Article SIXTH, each of the
Comcast Directors, AT&T Directors and Independent Directors immediately
after the annual meeting of shareholders of the Corporation in 2004, and
each Replacement Director and Additional Independent Director elected to
the Board of Directors in accordance with this Article SIXTH during the
2004 Term, shall hold office until the expiration of the 2004 Term and
until such Director's successor has been selected and qualified or until
such Director's earlier death, resignation or removal.
6. The first (or in the event the Board of Directors calls an annual
meeting of shareholders pursuant to the last sentence of this paragraph
(B)(6), the second) annual meeting of shareholders of the Corporation after
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the Effective Time shall occur on such date and at such time in April 2004
as the Board of Directors may determine, or if the Board of Directors fails
to set a date and time, on the second Thursday of April 2004 at 9:00
o'clock a.m., if, in either case, not a holiday on which national banks are
or may elect to be closed ("Holiday"), and if such day is a Holiday, then
such meeting shall be held on the next business day at such time. The
second (or in the event the Board of Directors calls an annual meeting of
shareholders pursuant to the last sentence of this paragraph (B)(6), the
third) annual meeting of shareholders of the Corporation after the
Effective Time shall occur on such date and at such time in April 2005 as
the Board of Directors may determine, or if the Board of Directors fails to
set a date and time, on the second Thursday of April 2005 at 9:00 o'clock
a.m., if, in either case, not a Holiday, and if such day is a Holiday, then
such meeting shall be held on the next business day at such time. The
Corporation may, at the election of the Board of Directors, call an annual
meeting of shareholders of the Corporation in 2003 for the purpose of
conducting such business, other than the election of Directors, as the
Board of Directors shall determine.
7. In addition to the events set forth in each of paragraphs (B)(4)
and (B)(5) of this Article SIXTH, the term of office of any Comcast
Director or AT&T Director, in either case who was an Independent Person on
the date of such Director's designation, appointment or election as a
member of the Board of Directors, or of any Independent Director, shall
terminate on any date on which such Director shall cease to be an
Independent Person if as a result of such Director ceasing to be an
Independent Person the Board of Directors shall not include (i) a majority
of Independent Persons and (ii) at least one Comcast Director who is an
Independent Person.
C. Office of the Chairman
1. At the Effective Time and during the Specified Period, there shall
be an Office of the Chairman which shall be comprised of the Chairman and
the CEO.
2. The Office of the Chairman shall be the Corporation's principal
executive deliberative body with responsibility for corporate strategy,
policy and direction, governmental affairs and other matters of
significance to the Corporation. The Chairman and the CEO shall advise and
consult with each other with respect to each of the foregoing matters.
D. Officers
1. Chairman.
(a) At the Effective Time and during the Specified Period, the
Chairman shall be Mr. C. Michael Armstrong if he is willing and available
to serve; provided that from and after April 1, 2004, if the Specified
Period has not expired, Mr. C. Michael Armstrong shall be non- executive
Chairman for the remainder of the Specified Period. After the Specified
Period, the Chairman shall be Mr. Brian L. Roberts if he is willing and
available to serve.
(b) The Chairman shall preside at all meetings of the shareholders of
the Corporation and of the Board of Directors. In the absence of the
Chairman, if the Chairman and the CEO are not the same person, the CEO
shall chair such meetings.
(c) The Chairman shall have the authority to call special meetings of
the Board of Directors, in the manner provided by the By-Laws of the
Corporation.
(d) Removal of the Chairman shall require the affirmative vote of at
least 75% of the entire Board of Directors until the earlier to occur of
(i) the date on which neither Mr. C. Michael Armstrong nor Mr. Brian L.
Roberts is the Chairman and (ii) the sixth anniversary of the expiration of
the Initial Term.
2. Chief Executive Officer and President.
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(a) At the Effective Time, the CEO shall be Mr. Brian L. Roberts if he
is willing and available to serve. For so long as Mr. Brian L. Roberts
shall be the CEO, he shall also be the President of the Corporation.
(b) The powers, rights, functions and responsibilities of the CEO
shall include, without limitation, the following, subject to the control
and direction of the Board of Directors:
(i) the supervision, coordination and management of the
Corporation's business, operations, activities, operating expenses and
capital allocation;
(ii) matters relating to officers (other than the Chairman) and
employees, including, without limitation, hiring, terminating,
changing positions and allocating responsibilities of such officers
and employees; provided that, if the Chairman and the CEO are not the
same person, the CEO shall consult with the Chairman in connection
with the foregoing as it relates to the senior executives of the
Corporation; provided, further, that following the initial designation
of officers by the CEO (in consultation with the Chairman) as provided
herein, the election of officers shall be as provided in the By-Laws
of the Corporation;
(iii) all of the powers, rights, functions and responsibilities
typically exercised by a chief executive officer and president of a
corporation; and
(iv) the authority to call special meetings of the Board of
Directors, in the manner provided by the By-Laws of the Corporation.
(c) Removal of the CEO shall require the affirmative vote of at least
75% of the entire Board of Directors until the earlier to occur of (i) the
date on which Mr. Brian L. Roberts ceases to be the CEO and (ii) the sixth
anniversary of the expiration of the Initial Term.
E. Executive Committee. If the Board of Directors decides to establish an
Executive Committee, if he is willing and able to serve and for so long as he
shall be a member of the Board of Directors, Mr. Ralph J. Roberts shall be the
Chairman of the Executive Committee.
F. Amendment. Subject to paragraph (G) of this Article SIXTH, until the
earlier to occur of (i) the date on which Mr. Brian L. Roberts is no longer
serving as the Chairman or the CEO and (ii) the sixth anniversary of the
expiration of the Initial Term, the provisions of this Article SIXTH and the
provisions of Article 9 of the By-Laws may not be amended, altered, repealed or
waived in any respect without the prior approval of at least 75% of the entire
Board of Directors.
G. Termination. If Mr. Brian L. Roberts is no longer serving as the
Chairman or the CEO, the provisions of this Article SIXTH (other than paragraphs
(A) and (B)(2) (but only insofar as such paragraph relates to the requirement
that a majority of the Directors be Independent Persons) and the second sentence
of paragraph (B)(1), in each case of this Article SIXTH) shall terminate
automatically without any further action of the Board of Directors or the
shareholders of the Corporation; provided that notwithstanding the foregoing, in
the event that Mr. Brian L. Roberts ceases to serve as the Chairman or the CEO
prior to the 2005 annual meeting of shareholders of the Corporation, the
provisions of paragraphs (A), (B), (C) and (D)(1)(a)-(c) of this Article SIXTH
shall survive through the close of such annual meeting.
SEVENTH: In addition to any other approval required by law or by these
Articles of Incorporation, and notwithstanding any provision of Article FIFTH,
the approval of the holders of Class B Common Stock, voting separately as a
class, shall be necessary to approve (i) any merger or consolidation of the
Corporation with another entity or any other transaction, in each case that
requires the approval of the shareholders of the Corporation pursuant to the law
of the Commonwealth of Pennsylvania or other applicable law, or any other
transaction that would result in any person or group (as such term is defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) owning
shares representing in excess of 10% of the combined voting power of the
resulting or surviving corporation, or any issuance of securities (other than
pursuant to director or officer stock option or purchase plans) requiring
shareholder approval under the applicable rules and regulations of any stock
exchange or
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quotation system, (ii) any issuance of shares of Class B Common Stock or any
securities exercisable or exchangeable for or convertible into shares of Class B
Common Stock or (iii) any amendment to these Articles of Incorporation
(including, without limitation, any amendment to elect to have any of
Subchapters E, F, G, H, I and J or Section 2538 of Subchapter D, in each case of
Chapter 25 of the Business Corporation Law of 1988, be applicable to the
Corporation or any amendment to this Article SEVENTH) or the By-Laws of the
Corporation or any other action (including, without limitation, the adoption,
amendment or redemption of a shareholder rights plan) that would, in any such
case, limit the rights of the holders of Class B Common Stock or any subsequent
transferee of Class B Common Stock to transfer, vote or otherwise exercise
rights with respect to capital stock of the Corporation. In addition to any
other approval required by law or by these Articles of Incorporation, and
notwithstanding any provision of Article FIFTH, the approval of the holder of
any class or series of shares of the Corporation shall be necessary to approve
any amendment to these Articles of Incorporation which would make any change in
the preferences, limitations or rights of the shares of such class or series
adverse to such class or series.
EIGHTH: Special meetings of shareholders may be called only by the Board of
Directors and may not be called by shareholders of the Corporation.
NINTH: The shareholders of the Corporation shall not be permitted to act by
written consent in lieu of a meeting; provided that notwithstanding the
foregoing, the holders of a majority of the Class B Common Stock shall be
permitted to act by written consent in lieu of a meeting in the exercise of
their approval rights under Article SEVENTH.
TENTH: The Board of Directors shall have the power to amend the By-Laws to
the extent provided therein, subject only to applicable law. Any amendment to
the By-Laws approved by the shareholders of the Corporation shall not be deemed
to have been adopted by the Corporation unless it has been previously approved
by the Board of Directors.
ELEVENTH: No person who is or was a Director shall be personally liable, as
such, for monetary damages (other than under criminal statutes and under
federal, state and local laws imposing liability on directors for the payment of
taxes) unless the person's conduct constitutes self-dealing, willful misconduct
or recklessness. No amendment or repeal of this Article ELEVENTH shall apply to
or have any effect on the liability or alleged liability of any person who is or
was a Director for or with respect to any acts or omissions of the Director
occurring prior to the effective date of such amendment or repeal. If the
Business Corporation Law of 1988 is amended to permit a Pennsylvania corporation
to provide greater protection from personal liability for its directors than the
express terms of this Article ELEVENTH, this Article ELEVENTH shall be construed
to provide for such greater protection.
TWELFTH: No person who is or was an officer of the Corporation shall be
personally liable, as such, for monetary damages (other than under criminal
statutes and under federal, state and local laws imposing liability on directors
for the payment of taxes) unless the person's conduct constitutes self-dealing,
willful misconduct or recklessness. No amendment or repeal of this Article
TWELFTH shall apply to or have any effect on the liability or alleged liability
of any person who is or was an officer of the Corporation for or with respect to
any acts or omissions of the officer occurring prior to the effective date of
such amendment or repeal. If the Business Corporation Law of 1988 is amended to
permit a Pennsylvania corporation to provide greater protection from personal
liability for its officers than the express terms of this Article TWELFTH, this
Article TWELFTH shall be construed to provide for such greater protection.
THIRTEENTH: Any or all classes and series of shares of the Corporation, or
any part thereof, may be represented by uncertificated shares to the extent
determined by the Board of Directors, except that shares represented by a
certificate that is issued and outstanding shall continue to be represented
thereby until the certificate is surrendered to the Corporation. Within a
reasonable time after the issuance or transfer of uncertificated shares, the
Corporation shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on certificates.
The rights and obligations of the holders of shares represented by certificates
and the rights and obligations of the holders of uncertificated shares of the
same class and series shall be identical.
FOURTEENTH: Subchapters E, F, G, H, I and J and Section 2538 of Subchapter
D, in each case of Chapter 25 of the Business Corporation Law of 1988, shall not
be applicable to the Corporation.
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FIFTEENTH: Henceforth, these Articles supersede the original Articles and
all amendments filed thereto.
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