setting forth a resolution adopted by the Board of Directors that none of the
authorized shares of this Series are outstanding to be filed with the Secretary
of State of the State of Delaware. When such certificate becomes effective, all
matters set forth in the Certificate with respect to the Series I Stock shall be
eliminated from the Certificate of Incorporation and the shares of Preferred
Stock designated hereby as Series I Stock shall have the status of authorized
and unissued shares of Preferred Stock and may be reissued as part of any new
series of Preferred Stock to be created by resolution or resolutions of the
Board of Directors.
8.4 The shares of this Series shall be issuable in whole shares or,
if authorized by the Board of Directors, in any fraction of a whole share so
authorized or any integral multiple of such fraction.
8.5 The Corporation shall be entitled to recognize the exclusive
right of a Person registered on its records as the holder of shares of this
Series, and such record holder shall be deemed the holder of such shares for all
8.6 All notice periods referred to in the Certificate shall commence
on the date of the mailing of the applicable notice.
8.7 Certificates for shares of this Series shall bear such legends as
the Corporation shall from time to time deem appropriate.
IN WITNESS WHEREOF, AOL Time Warner Inc. has caused this certificate
to be signed this [ ]th day of [ ], 2000.
AOL TIME WARNER INC.,