7.6 Any registered holder of shares of this Series may proceed to
protect and enforce its rights by any available remedy by proceeding at law or
in equity to protect and enforce any such rights, whether for the specific
enforcement of any provision in the Certificate or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.
7.7 The shares of this Series shall not be subject to redemption at
the option of the Corporation, including pursuant to Section 5 of Article IV of
the Certificate of Incorporation (or any equivalent provision in any further
amendment to or restatement of the Certificate of Incorporation).
IN WITNESS WHEREOF, AOL Time Warner Inc. has caused this certificate
to be signed this [ ]th day of [ ], 2000.
AOL TIME WARNER INC.,