<PAGE>
EXHIBIT 3(i)(a)


           CERTIFICATE OF THE VOTING POWERS, DESIGNATIONS, PREFERENCES
                 AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
               SPECIAL RIGHTS, AND QUALIFICATIONS, LIMITATIONS OR
                  RESTRICTIONS THEREOF, OF SERIES D CONVERTIBLE
                                 PREFERRED STOCK

                                       OF

                                 U S WEST, INC.


                              ---------------------


             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware

                              ---------------------


            U S WEST, INC., a corporation organized and existing by virtue of
the General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify that the following resolution was duly adopted by action of the
Board of Directors of the Corporation at a meeting duly held on November 8,
1996.

            RESOLVED that pursuant to the authority expressly granted to and
vested in the Board of Directors of the Corporation by the provisions of Section
3 of Article V of the Restated Certificate of Incorporation of the Corporation
(the "Certificate of Incorporation"), and Section 151(g) of the General
Corporation Law of the State of Delaware, such Board of Directors hereby
creates, from the authorized shares of Preferred Stock, par value $1.00 per
share (the "Preferred Stock"), of the Corporation authorized to be issued
pursuant to the Certificate of Incorporation, a series of Preferred Stock, and
hereby fixes the voting powers, designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, of the shares of such series as follows:

            The series of Preferred Stock hereby established shall consist of
20,000,000 shares designated as Series D Convertible Preferred Stock. The
rights, preferences and limitations of such series shall be as follows:

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            1. Definitions. Unless otherwise defined herein, terms used herein
shall have the meanings assigned to them in Section 2.6 of Article V of the
Certificate of Incorporation and the following terms shall have the indicated
meanings:

                  1.1 "Board of Directors" shall mean the Board of Directors of
the Corporation or, with respect to any action to be taken by the Board of
Directors, any committee of the Board of Directors duly authorized to take such
action.

                  1.2 "Capital Stock" shall mean any and all shares of corporate
stock of a Person (however designated and whether representing rights to vote,
rights to participate in dividends or distributions upon liquidation or
otherwise with respect to the Corporation, or any division or subsidiary
thereof, or any joint venture, partnership, corporation or other entity).

                  1.3 "Certificate" shall mean the certificate of the voting
powers, designations, preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions thereof, of
Series D Convertible Preferred Stock filed with respect to this resolution with
the Secretary of State of the State of Delaware pursuant to Section 151 of the
General Corporation Law of the State of Delaware.

                  1.4 "Closing Price" shall mean the last reported sale price of
the Media Stock (or such other class or series of common stock into which shares
of this Series are then convertible), regular way, as shown on the Composite
Tape of the NYSE, or, in case no such sale takes place on such day, the average
of the closing bid and asked prices on the NYSE, or, if the Media Stock (or such
other class or series of common stock) is not listed or admitted to trading on
the NYSE, on the principal national securities exchange on which such stock is
listed or admitted to trading, or, if it is not listed or admitted to trading on
any national securities exchange, the last reported sale price of the Media
Stock (or such other class or series of common stock), or, in case no such sale
takes place on such day, the average of the closing bid and asked prices, in
either case as reported by Nasdaq.


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                  1.5 "Communications Stock" shall mean the class of U S WEST
Communications Group Common Stock, par value $.01 per share, of the Corporation
or any other class of stock resulting from (x) successive changes or
reclassifications of such stock consisting solely of changes in par value, or
from par value to no par value or (y) a subdivision or combination, and in any
such case including any shares thereof authorized after the date of the
Certificate, together with any associated rights to purchase other securities of
the Corporation which are at the time represented by the certificates
representing such shares.

                  1.6 "Conversion Date" shall have the meaning set forth in
Section 3.5.

                  1.7 "Conversion Price" shall have the meaning set forth in
Section 3.1 hereof.

                  1.8 "Conversion Rate" shall have the meaning set forth in
Section 3.1 hereof.

                  1.9 "Converting Holder" shall have the meaning set forth in
Section 3.5 hereof.

                  1.10 "Current Market Price" on any applicable record date,
Conversion Date or Redemption Date referred to in Section 3 or Section 4 shall
mean the average of the daily Closing Prices per share of Media Stock (or such
other class or series of common stock into which shares of this Series are then
convertible) for the ten (10) consecutive Trading Days ending on the third
Trading Day immediately preceding such record date, Conversion Date or
Redemption Date.

                  1.11 "Dividend Payment Date" shall have the meaning set forth
in Section 2.1 hereof.

                  1.12 "Effective Time" shall mean the effective time of the
Merger.

                  1.13 "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder.

                  1.14 "Exchange Rate" for each share of this Series called for
exchange shall be a number of shares of Media Stock (or such other class or
series of common stock

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into which shares of this Series are then convertible) equal to the quotient of
(x) the sum of (I) the Liquidation Value plus (II) the amount of accrued and
unpaid dividends on such share of Series D Stock to the Redemption Date divided
by (y) the product of (I) .95 multiplied by (II) the Current Market Price on the
Redemption Date.

                  1.15 "Extraordinary Cash Distributions" shall mean, with
respect to any consecutive 12-month period, all cash dividends and cash
distributions on the outstanding shares of Media Stock during such period (other
than cash dividends or cash distributions for which a prior adjustment to the
Conversion Rate was previously made) to the extent such cash dividends and cash
distributions exceed, on a per share of Media Stock basis, 10% of the average
daily Closing Price of the Media Stock over such period.

                  1.16 "Junior Stock" shall mean the Media Stock, the
Communications Stock and the shares of any other class or series of stock of the
Corporation which, by the terms of the Certificate of Incorporation or of the
instrument by which the Board of Directors, acting pursuant to authority granted
in the Certificate of Incorporation, shall fix the relative rights, preferences
and limitations thereof, shall be junior to the Series D Stock in respect of the
right to receive dividends or to participate in any distribution of assets other
than by way of dividends.

                  1.17 "Liquidation Value" shall have the meaning set forth in
Section 6.2 hereof.

                  1.18 "Media Group Disposition Redemption" shall have the
meaning set forth in Section 4.1 hereof.

                  1.19 "Media Group Disposition Dividend" shall have the meaning
set forth in Section 4.1 hereof.

                  1.20 "Media Group Special Dividend" shall have the meaning set
forth in Section 4.1 hereof.

                  1.21 "Media Group Special Events" shall have the meaning set
forth in Section 4.1 hereof.

                  1.22 "Media Group Subsidiary Redemption" shall have the
meaning set forth in Section 4.1 hereof.


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                  1.23 "Media Stock" shall mean the class of U S WEST Media
Group Common Stock, par value $.01 per share, of the Corporation or any other
class of stock resulting from (x) successive changes or reclassifications of
such stock consisting solely of changes in par value, or from par value to no
par value or (y) a subdivision or combination, and in any such case including
any shares thereof authorized after the date of the Certificate, together with
any associated rights to purchase other securities of the Corporation which are
at the time represented by the certificates representing such shares.

                  1.24 "Media Group Tender or Exchange Offer" shall have the
meaning set forth in Section 4.1 hereof.

                  1.25 "Merger" shall mean either (i) the merger of Continental
Cablevision, Inc., a Delaware corporation, with and into Continental
Cablevision, Inc. or (ii) the merger of Continental Merger Corporation, a
Delaware corporation, with and into the Corporation, pursuant to the terms of
the Merger Agreement.

                  1.26 "Merger Agreement" shall mean the Agreement and Plan of
Merger, dated as of February 27, 1996, as amended and restated as of June 27,
1996 and as further amended as of October 7, 1996, among the Corporation,
Continental Merger Corporation, a Delaware corporation, and Continental
Cablevision, Inc., a Delaware corporation.

                  1.27 "Nasdaq" shall mean the Nasdaq National Market.

                  1.28 "NYSE" shall mean the New York Stock Exchange, Inc.

                  1.29 "Parity Stock" shall mean the Series A Stock, the Series
B Stock, the Series C Stock and the shares of any other class or series of stock
of the Corporation (other than Junior Stock) which, by the terms of the
Certificate of Incorporation or of the instrument by which the Board of
Directors, acting pursuant to authority granted in the Certificate of
Incorporation, shall fix the relative rights, preferences and limitations
thereof, shall, in the event that the stated dividends thereon are not paid in
full, be entitled to share ratably with the Series D Stock in the payment of
dividends, including accumulations, if any, in accordance with the sums which
would be payable on

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such shares if all dividends were declared and paid in full, or shall, in the
event that the amounts payable thereon on liquidation are not paid in full, be
entitled to share ratably with the Series D Stock in any distribution of assets
other than by way of dividends in accordance with the sums which would be
payable in such distribution if all sums payable were discharged in full;
provided, however, that the term "Parity Stock" shall be deemed to refer (i) in
Section 6 hereof, to any stock which is Parity Stock in respect of the
distribution of assets; and (ii) in Sections 5.1 and 5.2 hereof, to any stock
which is Parity Stock in respect of either dividend rights or the distribution
of assets and which, pursuant to the Certificate of Incorporation or any
instrument in which the Board of Directors, acting pursuant to authority granted
in the Certificate of Incorporation, shall so designate, is entitled to vote
with the holders of Series D Stock.

                  1.30 "Person" shall mean an individual, corporation, limited
liability company, partnership, joint venture, association, trust,
unincorporated organization or other entity.

                  1.31 "Preferred Stock" shall mean the class of Preferred
Stock, par value $1.00 per share, of the Corporation authorized at the date of
the Certificate, including any shares thereof authorized after the date of the
Certificate.

                  1.32 "Record Date" shall have the meaning set forth in Section
2.1 hereof.

                  1.33 "Redemption Date" shall mean the date on which the
Corporation shall effect the redemption or exchange of all or any part of the
outstanding shares of this Series pursuant to Section 4.1.

                  1.34 "Redemption Price" for each share of this Series called
for redemption shall be equal to the sum of (x) the Liquidation Value plus (y)
an amount equal to the accrued and unpaid dividends on such share of Series D
Stock to the Redemption Date.

                  1.35 "Redemption Rescission Event" shall mean the occurrence
of (a) any general suspension of trading in, or limitation on prices for,
securities on the principal national securities exchange on which shares of
Media Stock

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(or such other class or series of common stock into which shares of this Series
are then convertible) are registered and listed for trading (or, if shares of
Media Stock (or such other class or series of common stock) are not registered
and listed for trading on any such exchange, in the over-the-counter market) for
more than six-and-one-half (6 1/2) consecutive trading hours, (b) any decline in
either the Dow Jones Industrial Average or the Standard & Poor's Index of 500
Industrial Companies (or any successor index published by Dow Jones & Company,
Inc. or Standard & Poor's Corporation) by either (i) an amount in excess of 10%,
measured from the close of business on any Trading Day to the close of business
on the next succeeding Trading Day during the period commencing on the Trading
Day preceding the day notice of any redemption or exchange of shares of this
Series is given (or, if such notice is given after the close of business on a
Trading Day, commencing on such Trading Day) and ending at the Redemption Date
or (ii) an amount in excess of 15% (or, if the time and date fixed for
redemption or exchange is more than 15 days following the date on which notice
of redemption or exchange is given, 20%), measured from the close of business on
the Trading Day preceding the day notice of such redemption or exchange is given
(or, if such notice is given after the close of business on a Trading Day, from
such Trading Day) to the close of business on any Trading Day on or prior to the
Redemption Date, (c) a declaration of a banking moratorium or any suspension of
payments in respect of banks by Federal or state authorities in the United
States or (d) the commencement of a war or armed hostilities or other national
or international calamity directly or indirectly involving the United States
which in the reasonable judgment of the Corporation could have a material
adverse effect on the market for the Media Stock (or such other class or series
of common stock into which shares of this Series are then convertible).

                  1.36 "Rescission Date" shall have the meaning set forth in
Section 4.5 hereof.

                  1.37 "Senior Stock" shall mean the shares of any class or
series of stock of the Corporation which, by the terms of the Certificate of
Incorporation or of the instrument by which the Board of Directors, acting
pursuant to authority granted in the Certificate of Incorporation, shall fix the
relative rights, preferences and limitations thereof, shall be senior to the
Series D Stock in respect of


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the right to receive dividends or to participate in any distribution of assets 
other than by way of dividends.

                  1.38 "Series A Stock" shall mean the series of Preferred Stock
authorized and designated as Series A Junior Participating Cumulative Preferred
Stock at the date of the Certificate, including any shares thereof authorized
and designated after the date of the Certificate.

                  1.39 "Series B Stock" shall mean the series of Preferred Stock
authorized and designated as Series B Junior Participating Cumulative Preferred
Stock at the date of the Certificate, including any shares thereof authorized
and designated after the date of the Certificate.

                  1.40 "Series C Stock" shall mean the series of Preferred Stock
authorized and designated as Series C Cumulative Redeemable Preferred Stock at
the date of the Certificate, including any shares thereof authorized and
designated after the date of the Certificate.

                  1.41 "Series D Stock" and "this Series" shall mean the series
of Preferred Stock authorized and designated as the Series D Convertible
Preferred Stock, including any shares thereof authorized and designated after
the date of the Certificate.

                  1.42 "Surrendered Shares" shall have the meaning set forth in
Section 3.5 hereof.

                  1.43 "Trading Day" shall mean, so long as the Media Stock (or
such other class or series of common stock into which shares of this Series are
then convertible) is listed or admitted to trading on the NYSE, a day on which
the NYSE is open for the transaction of business, or, if the Media Stock (or
such other class or series of common stock) is not listed or admitted to trading
on the NYSE, a day on which the principal national securities exchange on which
the Media Stock (or such other class or series of common stock) is listed is
open for the transaction of business, or, if the Media Stock (or such other
class or series of common stock) is not so listed or admitted for trading on any
national securities exchange, a day on which Nasdaq is open for the transaction
of business.



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<PAGE>
            2.    Dividends.

                  2.1 The holders of the outstanding Series D Stock shall be
entitled to receive dividends, as and when declared by the Board of Directors
out of funds legally available therefor, and any dividends declared by the Board
of Directors out of funds legally available therefor in accordance with Section
3.6(d). Each dividend shall be at the annual rate equal to _.___% per share of
Series D Stock (which is equivalent to $0.____ quarterly and $_.____ annually
per share). All dividends shall be payable in cash on or about the first day of
February, May, August and November in each year, beginning on the first such
date that is more than 15 days after the Effective Time, as fixed by the Board
of Directors, or such other dates as are fixed by the Board of Directors (each a
"Dividend Payment Date"), to the holders of record of Series D Stock at the
close of business on or about the 15th day of the month next preceding such
first day of February, May, August and November, as the case may be, as fixed by
the Board of Directors, or such other dates as are fixed by the Board of
Directors (each a "Record Date"). Such dividends shall accrue on each share
cumulatively on a daily basis, whether or not there are unrestricted funds
legally available for the payment of such dividends and whether or not earned or
declared, from and after the day immediately succeeding the Effective Time and
any such dividends that become payable for any partial dividend period shall be
computed on the basis of the actual days elapsed in such period. All dividends
that accrue in accordance with the foregoing provisions shall be cumulative from
and after the day immediately succeeding the Effective Time. The per share
dividend amount payable to each holder of record of Series D Stock on any
Dividend Payment Date shall be rounded to the nearest cent. The dividend rate
per share of this Series shall be appropriately adjusted from time to time to
reflect any split or combination of the shares of this Series.

                  2.2 Except as hereinafter provided in this Section 2.2 and
except for redemptions by the Corporation pursuant to Sections 4.1(b), 4.1(c) or
4.1(d), unless all dividends on the outstanding shares of Series D Stock and any
Parity Stock that shall have accrued through any prior Dividend Payment Date
shall have been paid, or declared and funds set apart for payment thereof, no
dividend or other distribution (payable other than in shares of Junior Stock)
shall be paid to the holders of Junior Stock or Parity



                                  9
<PAGE>
Stock, and no shares of Series D Stock, Parity Stock or Junior Stock shall be
purchased, redeemed or otherwise acquired by the Corporation or any of its
subsidiaries (except by conversion into or exchange for Junior Stock), nor shall
any monies be paid or made available for a purchase, redemption or sinking fund
for the purchase or redemption of any Series D Stock, Junior Stock or Parity
Stock. When dividends are not paid in full upon the shares of this Series and
any Parity Stock, all dividends declared upon shares of this Series and all
Parity Stock shall be declared pro rata so that the amount of dividends declared
per share on this Series and all such Parity Stock shall in all cases bear to
each other the same ratio that accrued dividends per share on the shares of this
Series and all such Parity Stock bear to each other. No interest, or sum of
money in lieu of interest, shall be payable in respect of any dividend payment
or payments on this Series which may be in arrears.

            3.    Conversion Rights.

                  3.1 (a) Subject to Section 3.1(b), each holder of a share of
this Series shall have the right at any time to convert such share into a number
of shares of Media Stock equal to 1.905 shares of Media Stock for each share of
this Series, subject to adjustment as provided in this Section 3 (such rate, as
so adjusted from time to time, is herein called the "Conversion Rate"; and the
"Conversion Price" at any time shall mean the Liquidation Value per share
divided by the Conversion Rate in effect at such time (rounded to the nearest
one hundredth of a cent)).

                  (b) The right of a holder of a share of this Series called for
redemption or exchange pursuant to Sections 4.1(a) or 4.1(c) to convert such
share into Media Stock (or such other class or series of common stock into which
shares of this Series are then convertible) pursuant to Section 3.1(a) shall
terminate at the close of business on the Redemption Date unless the Corporation
defaults in the payment of the Redemption Price or Exchange Rate or, in the case
of a redemption or exchange pursuant to Section 4.1(a), the Corporation
exercises its right to rescind such redemption or exchange pursuant to Section
4.5, in which case such right of conversion shall not terminate at the close of
business on such date. The right of a holder of a share of this Series called
for redemption pursuant to Section 4.1(b): (i) in connection with a Media Group



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Subsidiary Redemption, a Media Group Tender or Exchange Offer or a Media Group
Disposition Redemption involving a Disposition of all (not merely substantially
all) of the properties and assets attributed to the Media Group, to convert such
share into Media Stock pursuant to Section 3.1(a) shall terminate at the close
of business on the Redemption Date; (ii) in connection with a Media Group
Disposition Dividend or Media Group Special Dividend, to convert such share into
Media Stock pursuant to Section 3.1(a) shall terminate at the close of business
on the record date for determining holders entitled to receive such dividend;
and (iii) in connection with a Media Group Disposition Redemption involving a
Disposition of substantially all (but not all) of the properties and assets
attributed to the Media Group, to convert such share into Media Stock shall
terminate at the close of business on the date on which shares of Media Stock
are selected to be redeemed in such Media Group Disposition Redemption, unless,
in any of the foregoing cases, the Corporation defaults in the payment of the
Redemption Price or the conditions to such redemption set forth in the last
sentence of Section 4.1(b) shall not have been satisfied, in which event such
right of conversion shall not terminate at the close of business on such date.
In the event the Corporation converts all of the outstanding shares of Media
Stock into shares of Communications Stock (or, if the Communications Stock is
not Publicly Traded at such time and shares of any other class or series of
common stock of the Corporation (other than Media Stock) are then Publicly
Traded, of such other class or series of common stock as has the largest Market
Capitalization), the right of a holder of a share of this Series called for
redemption pursuant to Section 4.1(d) in connection with an event substantially
similar to a Media Group Special Event to convert such share into Communications
Stock (or such other class or series of common stock) shall terminate on a date
comparable to the date specified in the preceding sentence with respect to a
Media Group Special Event substantially similar to such event.

                  3.2 If any shares of this Series are surrendered for
conversion subsequent to the Record Date preceding a Dividend Payment Date but
on or prior to such Dividend Payment Date (except shares called for redemption
or exchange on a Redemption Date between such Record Date and Dividend Payment
Date and with respect to which such redemption or exchange has not been
rescinded), the



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registered holder of such shares at the close of business on such Record Date
shall be entitled to receive the dividend, if any, payable on such shares on
such Dividend Payment Date notwithstanding the conversion thereof. Except as
provided in this Section 3.2, no adjustments in respect of payments of dividends
on shares surrendered for conversion or any dividend on the Media Stock issued
upon conversion shall be made upon the conversion of any shares of this Series.

                  3.3 The Corporation may, but shall not be required to, in
connection with any conversion of shares of this Series, issue a fraction of a
share of Media Stock, and if the Corporation shall determine not to issue any
such fraction, the Corporation shall, subject to Section 3.6(g), make a cash
payment (rounded to the nearest cent) equal to such fraction multiplied by the
Closing Price of the Media Stock on the last Trading Day prior to the date of
conversion.

                  3.4 Any holder of shares of this Series electing to convert
such shares into Media Stock shall surrender the certificate or certificates for
such shares at the office of the transfer agent or agents therefor (or at such
other place in the United States as the Corporation may designate by notice to
the holders of shares of this Series) during regular business hours, duly
endorsed to the Corporation or in blank, or accompanied by instruments of
transfer to the Corporation or in blank, or in form satisfactory to the
Corporation, and shall give written notice to the Corporation at such office
that such holder elects to convert such shares of this Series. The Corporation
shall, as soon as practicable and in any event within five Trading Days (subject
to Section 3.6(g)) after such surrender of certificates for shares of this
Series, accompanied by the written notice above prescribed issue and deliver at
such office to the holder for whose account such shares were surrendered, or to
his nominee, (i) certificates representing the number of shares of Media Stock
to which such holder is entitled upon such conversion and (ii) if less than the
full number of shares of this Series represented by such certificate or
certificates is being converted, a new certificate of like tenor representing
the shares of this Series not converted.

                  3.5 Conversion shall be deemed to have been made immediately
prior to the close of business as of the date that certificates for the shares
of this Series to be



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converted, and the written notice prescribed in Section 3.4, are received by the
transfer agent or agents for this Series (such date being referred to herein as
the "Conversion Date"). The Person entitled to receive the Media Stock issuable
upon such conversion shall be treated for all purposes as the record holder of
such Media Stock as of the close of business on the Conversion Date and such
conversion shall be at the Conversion Rate in effect on such date.
Notwithstanding anything to the contrary contained herein, in the event the
Corporation shall have rescinded a redemption or exchange of shares of this
Series pursuant to Section 4.5, any holder of shares of this Series that shall
have surrendered shares of this Series for conversion following the day on which
notice of the redemption or exchange shall have been given but prior to the
later of (a) the close of business on the Trading Day next succeeding the date
on which public announcement of the rescission of such redemption or exchange
shall have been made and (b) the date which is three Trading Days following the
mailing of the notice of rescission required by Section 4.5 (a "Converting
Holder") may rescind the conversion of such shares surrendered for conversion by
(i) properly completing a form prescribed by the Corporation and mailed to
holders of shares of this Series (including Converting Holders) with the
Corporation's notice of rescission, which form shall provide for the
certification by any Converting Holder rescinding a conversion on behalf of any
beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of
shares of this Series that the beneficial ownership (within the meaning of such
Rule) of such shares shall not have changed from the date on which such shares
were surrendered for conversion to the date of such certification and (ii)
delivering such form to the Corporation no later than the close of business on
that date which is fifteen (15) Trading Days following the date of the mailing
of the Corporation's notice of rescission. The delivery of such form by a
Converting Holder shall be accompanied by (x) any certificates representing
shares of Media Stock issued to such Converting Holder upon a conversion of
shares of this Series that shall be rescinded by the proper delivery of such
form (the "Surrendered Shares"), (y) any securities, evidences of indebtedness
or assets (other than cash) distributed by the Corporation to such Converting
Holder by reason of such Converting Holder's being a record holder of the
Surrendered Shares and (z) payment in New York Clearing House funds or other
funds acceptable to the Corporation of an amount equal to the sum of (I) any
cash such Converting



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Holder may have received in lieu of the issuance of fractional shares upon
conversion and (II) any cash paid or payable by the Corporation to such
Converting Holder by reason of such Converting Holder being a record holder of
the Surrendered Shares. Upon receipt by the Corporation of any such form
properly completed by a Converting Holder and any certificates, securities,
evidences of indebtedness, assets or cash payments required to be returned or
made by such Converting Holder to the Corporation as set forth above, the
Corporation shall instruct the transfer agent or agents for shares of Media
Stock and shares of this Series to cancel any certificates representing the
Surrendered Shares (which Surrendered Shares shall be deposited in the treasury
of the Corporation) and reissue certificates representing shares of this Series
to such Converting Holder (which shares of this Series shall, notwithstanding
their surrender for conversion, be deemed to have been outstanding at all
times). The Corporation shall, as promptly as practicable, and in no event more
than five (5) Trading Days, following the receipt of any such properly completed
form and any such certificates, securities, evidences of indebtedness, assets or
cash payments required to be so returned or made, pay to the Converting Holder
or as otherwise directed by such Converting Holder any dividend or other payment
made on such shares of this Series during the period from the time such shares
shall have been surrendered for conversion to the rescission of such conversion.
All questions as to the validity, form, eligibility (including time of receipt)
and acceptance of any form submitted to the Corporation to rescind the
conversion of shares of this Series, including questions as to the proper
completion or execution of any such form or any certification contained therein,
shall be resolved by the Corporation, whose good faith determination shall be
final and binding. The Corporation shall not be required to deliver certificates
for shares of Media Stock while the stock transfer books for such stock or for
this Series are duly closed for any purpose (but not for a period in excess of
two Trading Days) or during any period commencing at a Redemption Rescission
Event and ending at either (i) the time and date at which the Corporation's
right of rescission shall expire pursuant to Section 4.5 if the Corporation
shall not have exercised such right or (ii) the close of business on that day
which is fifteen (15) Trading Days following the date of the mailing of a notice
of rescission pursuant to Section 4.5 if the Corporation shall have exercised
such right of rescission, but certificates for shares of Media Stock shall



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be delivered as soon as practicable after the opening of such books or the
expiration of such period.

                  3.6 The Conversion Rate shall be adjusted from time to time as
follows for events occurring after the Effective Time:

                  (a) In case the Corporation shall, at any time or from time to
      time, (i) pay a dividend or make a distribution in shares of Media Stock,
      (ii) combine the outstanding shares of Media Stock into a smaller number
      of shares, or (iii) subdivide or reclassify the outstanding shares of
      Media Stock, then the Conversion Rate in effect immediately before such
      action shall be adjusted so that immediately following such event the
      holders of the Series D Stock shall be entitled to receive upon conversion
      thereof the kind and amount of shares of capital stock of the Corporation
      which they would have owned or been entitled to receive upon or by reason
      of such event if such shares of Series D Stock had been converted
      immediately before the record date (or, if no record date, the effective
      date) for such event. An adjustment made pursuant to this Section 3.6(a)
      shall become effective immediately after the opening of business on the
      day next following the record date in the case of a dividend or
      distribution and shall become effective immediately after the opening of
      business on the day next following the effective date in the case of a
      subdivision, combination or reclassification. For the purposes of this
      Section 3.6(a), if holders of Media Stock are entitled to elect the kind
      or amount of securities receivable upon the payment of any such divided,
      subdivision, combination or reclassification, each holder of Series D
      Stock shall be deemed to have failed to exercise any such right of
      election (provided that if the kind or amount of securities receivable
      upon such dividend, distribution, subdivision, combination or
      reclassification is not the same for each nonelecting share, then the kind
      and amount of securities receivable upon such dividend, distribution,
      subdivision, combination or reclassification for each nonelecting share
      shall be deemed to be the kind and amount so receivable per share by a
      plurality of the nonelecting shares).




                                  15
<PAGE>
                  (b) If the Corporation shall issue rights, warrants or options
      to all holders of Media Stock entitling them (for a period not exceeding
      45 days from the record date referred to below) to subscribe for or
      purchase shares of Media Stock at a price per share less than the Current
      Market Price (determined as of the record date for the determination of
      stockholders entitled to receive such rights, warrants or options), then,
      in any such event, the Conversion Rate shall be adjusted by multiplying
      the Conversion Rate in effect immediately prior to the opening of business
      on such record date by a fraction, the numerator of which shall be the
      number of shares of Media Stock outstanding on such record date plus the
      maximum number of additional shares of Media Stock offered for
      subscription pursuant to such rights, warrants or options, and the
      denominator of which shall be the number of shares of Media Stock
      outstanding on such record date plus the maximum number of additional
      shares of Media Stock which the aggregate offering price of the maximum
      number of shares of Media Stock so offered for subscription or purchase
      pursuant to such rights, warrants or options would purchase at such
      Current Market Price (determined by multiplying such maximum number of
      shares by the exercise price of such rights, warrants or options (plus any
      other consideration received by the Corporation upon the issuance or
      exercise of such rights, warrants or options) and dividing the product so
      obtained by such Current Market Price). Such adjustment shall become
      effective at the opening of business on the day next following the record
      date for the determination of stockholders entitled to receive such
      rights, warrants or options. To the extent that shares of Media Stock are
      not delivered after the expiration of such rights, warrants or options,
      the Conversion Rate shall be readjusted to the Conversion Rate which would
      then be in effect had the adjustments made upon the record date for the
      determination of stockholders entitled to receive such rights, warrants or
      options been made upon the basis of delivery of only the number of shares
      of Media Stock actually delivered and the amount actually paid therefor.
      In determining whether any rights, warrants or options entitle the holders
      to subscribe for or purchase shares of Media Stock at a price per share
      less than such Current Market Price, there shall be taken into account any
      consideration received by the



                                  16
<PAGE>
      Corporation upon issuance and upon exercise of such rights, warrants or
      options. The value of such consideration, if other than cash, shall be
      determined by the good faith business judgment of the Board of Directors,
      whose determination shall be conclusive.

                  (c) If the Corporation shall pay a dividend or make a
      distribution to all holders of outstanding shares of Media Stock, of
      capital stock, cash, evidences of its indebtedness or other assets of the
      Corporation (but excluding (x) any cash dividends or distributions (other
      than Extraordinary Cash Distributions) and (y) dividends or distributions
      referred to in Section 3.6(a)), then the Conversion Rate shall be adjusted
      by multiplying the Conversion Rate in effect immediately prior to the
      opening of business on the record date for the determination of
      stockholders entitled to receive such dividend or distribution by a
      fraction, the numerator of which shall be the Current Market Price
      (determined as of such record date), and the denominator of which shall be
      such Current Market Price less either (A) the fair market value (as
      determined by the good faith business judgment of the Board of Directors,
      whose determination shall be conclusive), as of such record date, of the
      portion of the capital stock, assets or evidences of indebtedness to be so
      distributed applicable to one share of Media Stock or (B), if applicable,
      the amount of the Extraordinary Cash Distribution to be distributed per
      share of Media Stock. The adjustment pursuant to the foregoing provisions
      of this Section 3.6(c) shall become effective at the opening of business
      on the day next following the record date for the determination of
      stockholders entitled to receive such dividend or distribution.

                  (d) In lieu of making an adjustment to the Conversion Rate
      pursuant to Sections 3.6(a), 3.6(b) or 3.6(c) above for a dividend or
      distribution or an issue of rights, warrants or options, the Corporation
      may distribute out of funds legally available therefor to the holders of
      shares of this Series, or reserve for distribution out of funds legally
      available therefor with each share of Media Stock delivered to a person
      converting a share of this Series pursuant to this Section 3, such
      dividend or distribution or such rights, warrants or options; provided,
      however, that in



                                  17
<PAGE>
      the case of such a reservation, on the date, if any, on which a person
      converting a share of this Series would no longer be entitled to receive
      such dividend or distribution or receive or exercise such rights, warrants
      or options, such dividend or distribution shall be deemed to have
      occurred, or such rights, warrants or options shall be deemed to have
      issued, and the Conversion Rate shall be adjusted as provided in Section
      3.6(a), 3.6(b) or 3.6(c), as the case may be (with such termination date
      being the relevant date of determination for purposes of determining the
      Current Market Price).

                  (e) The Corporation shall be entitled to make such additional
      increases in the Conversion Rate, in addition to the adjustments required
      by subsections 3.6(a) through 3.6(c), as shall be determined by the Board
      of Directors to be necessary in order that any dividend or distribution in
      Media Stock, any subdivision, reclassification or combination of shares of
      Media Stock or any issuance of rights or warrants referred to above, shall
      not be taxable to the holders of Media Stock for United States Federal
      income tax purposes.

                  (f) To the extent permitted by applicable law, the Corporation
      may from time to time increase the Conversion Rate by any amount for any
      period of time if the period is at least 20 Trading Days, the increase is
      irrevocable during such period and the Board of Directors shall have made
      a determination that such increase would be in the best interests of the
      Corporation, which determination shall be conclusive.

                  (g) In any case in which this Section 3.6 shall require that
      any adjustment be made effective as of or immediately following a record
      date, the Corporation may elect to defer (but only for five (5) Trading
      Days following the occurrence of the event which necessitates the filing
      of the statement referred to in Section 3.9(a)) issuing to the holder of
      any shares of this Series converted after such record date (i) the shares
      of Media Stock and other capital stock of the Corporation issuable upon
      such conversion over and above the shares of Media Stock and other capital
      stock of the Corporation issuable upon such conversion on the basis of the
      Conversion Rate prior to adjustment



                                  18
<PAGE>
      and (ii) paying to such holder any amount in cash in lieu of any fraction
      thereof pursuant to Section 3.3; provided, however, that the Corporation
      shall deliver to such holder a due bill or other appropriate instrument
      evidencing such holder's right to receive such additional shares upon the
      occurrence of the event requiring such adjustment.

                  (h) All calculations under this Section 3 shall be made to the
      nearest cent, one-hundredth of a share or, in the case of the Conversion
      Rate, one hundred-thousandth. Notwithstanding any other provision of this
      Section 3, the Corporation shall not be required to make any adjustment of
      the Conversion Rate unless such adjustment would require an increase or
      decrease of at least 1.00000% of such Conversion Rate. Any lesser
      adjustment shall be carried forward and shall be made at the time of and
      together with the next subsequent adjustment which, together with any
      adjustment or adjustments so carried forward, shall amount to an increase
      or decrease of at least 1.00000% in such rate. Any adjustments under this
      Section 3 shall be made successively whenever an event requiring such an
      adjustment occurs.

                  (i) If the Corporation shall take a record of the holders of
      Media Stock for the purpose of entitling them to receive a dividend or
      other distribution, and shall thereafter and before the distribution to
      stockholders thereof legally abandon its plan to pay or deliver such
      dividend or distribution, then thereafter no adjustment in the Conversion
      Rate then in effect shall be required by reason of the taking of such
      record.

                  (j) Subject to Section 3.6(e) hereof, no adjustment shall be
      made pursuant to this Section 3.6 with respect to any share of Series D
      Stock that is converted prior to the time such adjustment otherwise would
      be made.

                  3.7 In case of (a) any consolidation or merger to which the
Corporation is a party, other than a merger or consolidation in which the
Corporation is the surviving or continuing corporation and which does not result
in any reclassification of, or change (other than a change in par value or from
par value to no par value or



                                  19
<PAGE>
from no par value to par value, or as a result of a subdivision or combination)
in, outstanding shares of Media Stock (or such other class or series of common
stock into which shares of this Series are then convertible) or (b) any sale or
conveyance of all or substantially all of the property and assets of the
Corporation, then lawful provision shall be made as part of the terms of such
transaction whereby the holder of each share of Series D Stock which is not
converted into the right to receive stock or other securities and property in
connection with such transaction shall have the right thereafter, during the
period such share shall be convertible, to convert such share into the kind and
amount of shares of stock or other securities and property receivable upon such
consolidation, merger, sale or conveyance by a holder of the number of shares of
Media Stock (or such other class or series of common stock into which shares of
this Series are then convertible) into which such shares of this Series could
have been converted immediately prior to such consolidation, merger, sale or
conveyance, subject to adjustment which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 3. If holders of
Media Stock (or such other class or series of common stock into which shares of
this Series are then convertible) are entitled to elect the kind or amount of
securities or other property receivable upon such consolidation, merger, sale or
conveyance, all adjustments made pursuant to this Section 3.7 shall be based
upon (i) the election, if any, made in writing to the Secretary of the
Corporation by the record holder of the largest number of shares of Series D
Stock prior to the earlier of (x) the last date on which a holder of Media Stock
(or such other class or series of common stock) may make such an election and
(y) the date which is five (5) Trading Days prior to the record date for
determining the holders of Media Stock (or such other class or series of common
stock) entitled to participate in the transaction (or if no such record date is
established, the effective date of such transaction) or (ii) if no such election
is timely made, an assumption that each holder of Shares of this Series failed
to exercise such rights of election (provided that if the kind or amount of
securities or other property receivable upon such consolidation, merger, sale or
conveyance is not the same for each nonelecting share, then the kind and amount
of securities or other property receivable upon such consolidation, merger, sale
or conveyance for each nonelecting share shall be deemed to be the kind and
amount so receivable per share by



                                  20
<PAGE>
a plurality of the nonelecting shares). Concurrently with the mailing to holders
of Media Stock (or such other class or series of common stock) of any document
pursuant to which such holders may make an election regarding the kind or amount
of securities or other property that will be receivable by such holder in any
transaction described in clause (a) or (b) of the first sentence of this Section
3.7, the Corporation shall mail a copy thereof to the holders of shares of the
Series D Stock. The Corporation shall not enter into any of the transactions
referred to in clauses (a) or (b) of the first sentence of this Section 3.7
unless, prior to the consummation thereof, effective provision shall be made in
a certificate or articles of incorporation or other constituent document or
written instrument of the Corporation or the entity surviving the consolidation
or merger, if other than the Corporation, or the entity acquiring the
Corporation's assets, unless, in either case, such entity is a direct or
indirect subsidiary of another entity, in which case such provision shall be
made in the certificate or articles of incorporation or other constituent
document or written instrument of such other entity (any such entity or other
entity being the "Surviving Entity") so as to assume the obligation to deliver
to each holder of shares of Series D Stock such stock or other securities and
property and otherwise give effect to the provisions set forth in this Section
3.7. The provisions of this Section 3.7 shall apply similarly to successive
consolidations, mergers, sales or conveyances.

                  3.8 After the date, if any, on which all outstanding shares of
Media Stock (or such other class or series of common stock into which shares of
this Series are then convertible) are converted into or exchanged for shares of
another class or series of common stock of the Corporation, each share of this
Series shall thereafter be convertible into or exchangeable for the number of
shares of such other class or series of common stock receivable upon such
conversion or exchange by a holder of that number of shares or fraction thereof
of Media Stock (or such other class or series of common stock into which shares
of this Series are then convertible) into which one share of this Series was
convertible immediately prior to such conversion or exchange. From and after any
such conversion or exchange, Conversion Rate adjustments as nearly equivalent as
may be practicable to the adjustments pursuant to Sections 3.6 and 3.7 which,
prior to such exchange, were made in respect of Media Stock (or such other class
or



                                  21
<PAGE>
series of common stock into which shares of this Series are then convertible)
shall instead be made pursuant to such Sections 3.6 and 3.7 in respect of shares
of such other class or series of common stock.

                  3.9 (a) Whenever the Conversion Rate is adjusted as provided
in this Section 3, the Corporation (or, in the case of Section 3.7, the
Corporation or the Surviving Entity, as the case may be, shall forthwith place
on file with its transfer agent or agents for this Series a statement signed by
a duly authorized officer of the Corporation or the Surviving Entity, as the
case may be, stating the adjusted Conversion Rate determined as provided herein.
Such statements shall set forth in reasonable detail such facts as shall be
necessary to show the reason for and the manner of computing such adjustment.
Promptly after the adjustment of the Conversion Rate, the Corporation or the
Surviving Entity, as the case may be, shall mail a notice thereof to each holder
of shares of this Series. Whenever the Conversion Rate is increased pursuant to
Section 3.6(f), such notice shall be mailed to each holder of shares of this
Series as promptly as possible after the Corporation shall have determined to
effect such increase and, in any event, at least 15 Trading Days prior to the
date such increased Conversion Rate takes effect, and such notice shall state
such increased Conversion Rate and the period during which it will be in effect.
Where appropriate, the notice required by this Section 3.9(a) may be given in
advance and included as part of the notice required pursuant to Section 3.9(b)
or 3.9(c).

                  (b) Subject to the provisions of Section 3.9(c), if: (i) the
Corporation takes any action that would require an adjustment of the Conversion
Rate pursuant to Sections 3.6 through 3.8; (ii) there shall be any consolidation
or merger to which the Corporation is a party and for which approval of any
stockholders of the Corporation is required, or the sale or transfer of all or
substantially all of the assets of the Corporation; or (iii) there shall occur
the voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, then the Corporation shall, as promptly as possible, but at least
10 Trading Days prior to the record date or other date set for definitive action
if there shall be no record date, cause notice to be filed with the transfer
agent or agents for this Series and given to each record holder of outstanding
shares of this Series stating the action or event for which



                                  22
<PAGE>
such notice is being given and the record date for and the anticipated effective
date of such action or event. Failure to give or receive such notice or any
defect therein shall not affect the legality or validity of the related
transaction.

                  (c) If the Corporation intends to convert all of the
outstanding shares of Media Stock into shares of Communications Stock (or, if
the Communications Stock is not Publicly Traded at such time and shares of any
other class or series of common stock of the Corporation (other than Media
Stock) are then Publicly Traded, of such other class or series of common stock
as has the largest Market Capitalization) (as provided in Section 2.4 of Article
V of the Certificate of Incorporation), then the Corporation shall, not later
than the 35th Trading Day and not earlier than the 45th Trading Day prior to the
date of such conversion, cause notice to be filed with the transfer agent or
agents for this Series and given to each record holder of shares of this Series,
setting forth: (1) a statement that all outstanding shares of Media Stock shall
be converted; (2) the date of such conversion; (3) the per share number of
shares of Communications Stock (or such other class or series of common stock)
to be received with respect to each share of Media Stock, including details as
to the calculation thereof; (4) the place or places where certificates for
shares of Media Stock, properly endorsed or assigned for transfer (unless the
Corporation shall waive such requirement), are to be surrendered for delivery of
certificates for shares of Communications Stock (or such other class or series
of common stock); (5) the number of shares of Media Stock outstanding and the
number of shares of Media Stock into or for which outstanding Convertible
Securities are then convertible, exchangeable or exercisable and the conversion,
exchange or exercise price thereof, including the number of outstanding shares
of this Series and the Conversion Price; (6) a statement to the effect that,
subject to Section 2.4.5(I) of Article V of the Certificate of Incorporation,
dividends on shares of such Media Stock shall cease to be paid as of the date of
such conversion; (7) that a holder of shares of this Series shall be entitled to
receive shares of Communications Stock (or such other class or series of common
stock) pursuant to such conversion if such holder converts shares of this Series
on or prior to the date of such conversion; and (8) a statement as to what such
holder will be entitled to receive pursuant to the terms of Section 3.8 if such
holder thereafter



                                  23
<PAGE>
properly converts shares of this Series. In addition, from and after any
conversion of Media Stock effected in accordance with Section 2.4 of Article V
of the Certificate of Incorporation, if (x) a class or series of common stock of
the Corporation exists in addition to the class or series of common stock into
which the Media Stock was converted and (y) the Corporation intends to convert
the class or series of common stock into which the Media Stock was converted
into another such class or series of common stock of the Corporation, then the
Corporation shall give notice comparable to the notice described in the
preceding sentence of its intention to effect such a conversion. In the event of
any conflict between the notice provisions of this Section 3.9(c) and Section
3.9(b), the notice provisions of this Section 3.9(c) shall govern.

                  3.10 There shall be no adjustment of the Conversion Rate in
case of the issuance of any stock of the Corporation in a reorganization,
acquisition or other similar transaction except as specifically set forth in
this Section 3. If any action or transaction would require adjustment of any
Conversion Rate established hereunder pursuant to more than one paragraph of
this Section 3, only the adjustment which would result in the largest increase
of such Conversion Rate shall be made.

                  3.11 The Corporation shall at all times reserve and keep
available, free from preemptive rights, out of its authorized but unissued
stock, for the purpose of effecting the conversion of the shares of this Series,
such number of its duly authorized shares of Media Stock (or, if applicable, any
other shares of Capital Stock of the Corporation) as shall from time to time be
sufficient to effect the conversion of all outstanding shares of this Series
into such Media Stock (or such other shares of Capital Stock) at any time;
provided, however, that nothing contained herein shall preclude the Corporation
from satisfying its obligations in respect of the conversion of the shares by
delivery of purchased shares of Media Stock (or such other shares of Capital
Stock) that are held in the treasury of the Corporation. All shares of Media
Stock (or such other shares of Capital Stock of the Corporation) which shall be
deliverable upon conversion of the shares of this Series shall be duly and
validly issued, fully paid and nonassessable. For purposes of this Section 3,
the number of shares of Media Stock or any other class or series of common stock
of the Corporation at any time outstanding



                                  24
<PAGE>
shall not include any shares of Media Stock or such other class or series of
common stock then owned or held by or for the account of Corporation or any
subsidiary of the Corporation.

                  3.12 If any shares of Media Stock (or such other class or
series of common stock into which shares of this Series are then convertible)
which would be issuable upon conversion of shares of this Series hereunder
require registration with or approval of any governmental authority before such
shares may be issued upon conversion, the Corporation will in good faith and as
expeditiously as possible cause such shares to be duly registered or approved,
as the case may be. The Corporation will endeavor to list the shares of (or
depositary shares representing fractional interests in) Media Stock (or such
other class or series of common stock into which shares of this Series are then
convertible) required to be delivered upon conversion of shares of this Series
prior to such delivery upon the principal national securities exchange upon
which the outstanding Media Stock (or such other class or series of common
stock) is listed at the time of such delivery.

                  3.13 The Corporation shall pay any and all issue, stamp,
documentation, transfer or other taxes that may be payable in respect of any
issue or delivery of shares of Media Stock (or such other class or series of
common stock into which shares of this Series are then convertible) on
conversion of shares of this Series pursuant hereto. The Corporation shall not,
however, be required to pay any tax which is payable in respect of any transfer
involved in the issue or delivery of Media Stock (or such other class or series
of common stock) in a name other than that in which the shares of this Series so
converted were registered, and no such issue or delivery shall be made unless
and until the Person requesting such issue has paid to the Corporation the
amount of such tax, or has established, to the satisfaction of the Corporation,
that such tax has been paid.

            4.    Redemption or Exchange.

                  4.1 (a) Except as provided in Section 4.1(b), the shares of
this Series shall not be redeemable by the Corporation prior to the third
anniversary of the Effective Time. The Corporation may, at its sole option,
subject to Section 2.2 hereof, from time to time on and after the third
anniversary of the Effective Time and prior



                                  25
<PAGE>
to the fifth anniversary of the Effective Time, exchange shares of Media Stock
(or such other class or series of common stock into which shares of this Series
are then convertible) for all or any part of the outstanding shares of this
Series at the Exchange Rate; provided, however, that such an exchange may only
be effected if the Closing Price shall be greater than the product of (x) the
Conversion Price multiplied by (y) 1.35, on 20 of the 30 Trading Days
immediately prior to the date of the notice delivered by the Corporation
pursuant to Section 4.3(a) to holders of shares of this Series to be exchanged.
The Corporation may, at its sole option, subject to Section 2.2 hereof, from
time to time on and after the fifth anniversary of the Effective Time, at its
election either: (i) redeem, out of funds legally available therefor, all or any
part of the outstanding shares of this Series at the Redemption Price; (ii)
exchange shares of Media Stock (or such other class or series of common stock
into which shares of this Series are then convertible) for all or any part of
the outstanding shares of this Series at the Exchange Rate; or (iii) effect a
combination of the options described in the foregoing clauses (i) and (ii) (in
which event each holder of shares of this Series which are selected for
redemption and exchange pursuant to Section 4.2 shall receive the same
proportion of cash and shares of Media Stock (or such other class or series of
common stock into which shares of this Series are then convertible) (except for
cash paid in lieu of fractional shares) paid to other holders of shares of this
Series selected for redemption and exchange).

                  (b) The Corporation shall redeem, out of funds legally
available therefor, all of the outstanding shares of this Series, at the
Redemption Price, if any of the following events with respect to the Media Group
occur (such events being collectively referred to herein as the "Media Group
Special Events"):

                  (i) (A) the Corporation redeems all of the outstanding shares
      of Media Stock in exchange for shares of common stock of the Media Group
      Subsidiaries as provided in Section 2.4.3 of Article V of the Certificate
      of Incorporation (the "Media Group Subsidiary Redemption") or (B)
      following a Disposition of all or substantially all of the properties and
      assets attributed to the Media Group, the Corporation either (1) pays a
      dividend on the Media Stock in an amount equal to the product of the
      Outstanding Media



                                  26
<PAGE>
      Fraction multiplied by the Fair Value of the Net Proceeds of such
      Disposition as provided in Section 2.4.1(A)(1)(a) of Article V of the
      Certificate of Incorporation (the "Media Group Disposition Dividend"), or
      (2) redeems shares of Media Stock for an amount equal to the product of
      the Outstanding Media Fraction multiplied by the Fair Value of the Net
      Proceeds of such Disposition as provided in Section 2.4.1(A)(1)(b) of
      Article V of the Certificate of Incorporation (the "Media Group
      Disposition Redemption"); or

                  (ii) the Corporation pays a dividend on, or the Corporation or
      any of its subsidiaries consummates a tender offer or exchange offer for,
      shares of Media Stock and the aggregate amount of such dividend or the
      consideration paid in such tender offer or exchange offer is an amount
      equal to the Fair Value of all or substantially all of the properties and
      assets attributed to the Media Group (the "Media Group Special Dividend"
      or the "Media Group Tender or Exchange Offer", respectively); provided,
      however, that the calculation of the Fair Value of all or substantially
      all of the properties and assets attributed to the Media Group shall be
      made without giving effect to any money borrowed by the Corporation or any
      of its subsidiaries in connection with such dividend or tender offer or
      exchange offer, as the case may be.

The Redemption Date for shares of this Series to be redeemed by the Corporation
pursuant to this Section 4.1(b) shall be, if the applicable Media Group Special
Event is (I) the Media Group Subsidiary Redemption, the date of such exchange,
(II) the Media Group Disposition Dividend or the Media Group Special Dividend,
the date of payment of such dividend, (III) the Media Group Disposition
Redemption, the date of such redemption or (IV) the Media Group Tender or
Exchange Offer, the date such tender offer or exchange offer is consummated.
Notwithstanding anything to the contrary contained in this Section 4.1(b), any
redemption pursuant to this Section 4.1(b) shall be conditioned upon the actual
redemption of Media Stock for shares of common stock of the Media Group
Subsidiaries, payment of the Media Group Disposition Dividend or the amount due
as a result of the Media Group Disposition Redemption (in each case in the
required kind of capital stock, cash, securities and/or other property), payment
of the Media Group Special Dividend



                                  27
<PAGE>
or the consummation of the Media Group Tender or Exchange Offer, as the case 
may be.

                  (c) The Corporation shall, on the twentieth anniversary of the
Effective Time, at its election either: (i) redeem, out of funds legally
available therefor, all of the outstanding shares of this Series at the
Redemption Price; (ii) exchange shares of Media Stock (or such other class or
series of common stock into which shares of this Series are then convertible)
for all of the outstanding shares of this Series at the Exchange Rate; or (iii)
effect a combination of the options described in the foregoing clauses (i) and
(ii) (in which event each holder of shares of this Series shall receive the same
proportion of cash and shares of Media Stock (or such other class or series of
common stock into which shares of this Series are then convertible) (except for
cash paid in lieu of fractional shares) paid to other holders of shares of this
Series).

                  (d) The Corporation shall redeem, out of funds legally
available therefore, all of the outstanding shares of this Series at the
Redemption Price, if (i) the Corporation converts all of the outstanding shares
of Media Stock into shares of Communications Stock (or, if the Communications
Stock is not Publicly Traded at such time and shares of any other class or
series of common stock of the Corporation (other than Media Stock) are then
Publicly Traded, of such other class or series of common stock as has the
largest Market Capitalization) as provided in Section 2.4 of Article V of the
Certificate of Incorporation and (ii) at any time following such conversion (A)
an event substantially similar to any Media Group Special Event occurs in
respect to the Communications Stock (or such other class or series of common
stock) and (B) at the time of such event shares of another class or series of
common stock of the Corporation (other then Communications Stock or such other
class or series of common stock) are then Publicly Traded. The Redemption Date
for, and the conditions to, any such redemption shall be determined in a manner
consistent with the Redemption Date and conditions set forth in Section 4.1(b)
for a redemption resulting from a substantially similar Media Group Special
Event.

                  (e) The Corporation shall be entitled to effect an exchange of
shares of Media Stock (or such other class or series of common stock into which
shares of this Series are then convertible) for shares of Series D Stock



                                  28
<PAGE>
pursuant to Section 4.1(a) or 4.1(c) only to the extent Media Stock (or such
other class or series of common stock) shall be available for issuance
(including delivery of previously issued shares of Media Stock (or such other
class or series) held in the Corporation's treasury on the Redemption Date). The
Corporation may, but shall not be required to, in connection with any exchange
of shares of this Series pursuant to Section 4.1(a) or 4.1(c), issue a fraction
of a share of Media Stock (or such other class or series of common stock into
which shares of this Series are then convertible), and if the Corporation shall
determine not to issue any such fraction, the Corporation shall make a cash
payment (rounded to the nearest cent) equal to such fraction multiplied by the
Closing Price of the Media Stock (or such other class or series of common stock)
on the last Trading Day prior to the Redemption Date.

                  4.2 In the event that fewer than all of the outstanding shares
of this Series are to be redeemed and/or exchanged pursuant to Section 4.1(a),
subject to clause (iii) of the third sentence of Section 4.1(a), the aggregate
number of shares of this Series held by each holder which will be redeemed
and/or exchanged shall be determined by the Corporation by lot or pro rata or by
any other method as may be determined by the Board of Directors in its sole
discretion to be equitable, and the certificate of the Corporation's Secretary
or an Assistant Secretary filed with the transfer agent or transfer agents for
this Series in respect of such determination by the Board of Directors shall be
conclusive.

                  4.3 (a) If the Corporation determines to redeem and/or
exchange shares of this Series pursuant to Section 4.1(a) or 4.1(c), the
Corporation shall, not later than the 15th Trading Day nor earlier than the 60th
Trading Day prior to the Redemption Date, cause notice to be filed with the
transfer agent or agents for this Series and to be given to each record holder
of the shares to be redeemed and/or exchanged, setting forth: (1) the Redemption
Date; (2) in the case of a redemption or exchange pursuant to Section 4.1(c),
that all shares of this Series outstanding on the Redemption Date shall be
redeemed and/or exchanged by the Corporation; (3) in the case of a redemption or
exchange pursuant to Section 4.1(a), the total number of shares of this Series
to be redeemed and/or exchanged and, if fewer than all the shares held by such
holder are to be redeemed and/or exchanged, the aggregate number of such shares
which



                                  29
<PAGE>
will be redeemed and/or exchanged; (4) the Redemption Price and/or the manner in
which the Exchange Rate will be calculated prior to the Redemption Date; (5)
that, if applicable, the Corporation shall determine on or prior to the second
Trading Day preceding the Redemption Date the percentage of such holder's shares
to be redeemed and the percentage of such holder's shares to be exchanged; (6)
that shares of this Series called for redemption or exchange may be converted at
any time prior to the Redemption Date (unless the Corporation (i) shall, in the
case of a redemption, default in payment of the Redemption Price or, in the case
of an exchange, fail to exchange the shares of this Series for the applicable
number of shares of Media Stock or (ii) shall, in the case of a redemption
pursuant to Section 4.1(a), exercise its right to rescind such redemption or
exchange pursuant to Section 4.5, in which case such right of conversion shall
not terminate at such time and date); (7) the applicable Conversion Price; (8)
the place or places where certificates for such shares are to be surrendered for
payment of the Redemption Price and/or the Exchange Rate, as the case may be;
and (9) that dividends on the shares to be redeemed and/or exchanged will cease
to accrue on the Redemption Date. Promptly, following the Redemption Date, the
Corporation shall cause notice to be filed with the transfer agent or agents for
this Series and to be given to each record holder of the shares to be redeemed
and/or exchanged setting forth the percentage of such holder's shares which the
Corporation has elected to redeem and the percentage of such holder's shares
which the Corporation has elected to exchange.

                  (b) If the Corporation determines to effect a Media Group
Subsidiary Redemption, the Corporation shall, not later than the 30th Trading
Day and not earlier than the 45th Trading Day prior to the Redemption Date,
cause notice to be filed with the transfer agent or agents for this Series and
given to each record holder of shares of this Series, setting forth: (1) the
Redemption Date (which, pursuant to the penultimate sentence of Section 4.1(b),
shall be the same as the date specified in clause (8) below); (2) that all
shares of this Series outstanding on the Redemption Date shall be redeemed by
the Corporation; (3) the Redemption Price; (4) that the redemption of the shares
of this Series shall be conditioned upon the consummation of the Media Group
Subsidiary Redemption; (5) the place or places where certificates for shares of
this Series, properly endorsed or assigned for transfer



                                  30
<PAGE>
(unless the Corporation waives such requirement), are to be surrendered for
payment of the Redemption Price; (6) that dividends on the shares to be redeemed
will cease to accrue on the Redemption Date; (7) a statement that all shares of
Media Stock outstanding on the date of the Media Group Subsidiary Redemption
shall be redeemed in exchange for shares of common stock of the Media Group
Subsidiaries; (8) the date of such Media Group Subsidiary Redemption; (9) the
Outstanding Media Fraction on the date of such notice; (10) the place or places
where certificates for shares of Media Stock, properly endorsed or assigned for
transfer (unless the Corporation shall waive such requirement), are to be
surrendered for delivery of certificates for shares of the Media Group
Subsidiaries; (11) a statement to the effect that, subject to Section 2.4.5(I)
of Article V of the Certificate of Incorporation, dividends on the Media Stock
shall cease to be paid as of the Redemption Date; (12) the number of shares of
Media Stock outstanding and the number of shares of Media Stock into or for
which outstanding Convertible Securities are then convertible, exchangeable or
exercisable and the conversion, exchange or exercise price thereof, including
the number of outstanding shares of this Series and the Conversion Price; and
(13) that a holder of shares of this Series shall be entitled to receive shares
of common stock of the Media Group Subsidiaries upon the Media Group Subsidiary
Redemption in lieu of the Redemption Price only if such holder converts such
shares of this Series on or prior to the Redemption Date.

                  (c) If the Corporation determines to effect a Media Group
Disposition Dividend, the Corporation shall, not later than the 30th Trading Day
following the consummation of the Disposition by the Corporation of all or
substantially all of the properties and assets attributed to the Media Group,
cause notice to be filed with the transfer agent or agents for this Series and
given to each record holder of shares of this Series, setting forth: (1) the
anticipated Redemption Date (which, pursuant to the penultimate sentence of
Section 4.1(b), shall be the same as the date specified in clause (8) below);
(2) that all shares of this Series outstanding on the Redemption Date shall be
redeemed by the Corporation; (3) the Redemption Price; (4) that the redemption
of the shares of this Series shall be conditioned upon the payment of the Media
Group Disposition Dividend; (5) the place or places where certificates for
shares of this Series, properly endorsed or



                                  31
<PAGE>
assigned for transfer (unless the Corporation waives such requirement), are to
be surrendered for payment of the Redemption Price; (6) that dividends on the
shares to be redeemed will cease to accrue on the Redemption Date; (7) the
record date for determining holders of Media Stock entitled to receive the Media
Group Disposition Dividend, which shall be not earlier than the 40th Trading Day
and not later than the 50th Trading Day following the consummation of such
Disposition; (8) the anticipated date of payment of the Media Group Disposition
Dividend (which shall not be more than 85 Trading Days following the
consummation of such Disposition); (9) the type of property to be paid as such
dividend in respect of the outstanding shares of Media Stock; (10) the Net
Proceeds of such Disposition; (11) the Outstanding Media Fraction on the date of
such notice; (12) the number of outstanding shares of Media Stock and the number
of shares of Media Stock into or for which outstanding Convertible Securities
are then convertible, exchangeable or exercisable and the conversion, exchange
or exercise price thereof, including the number of outstanding shares of this
Series and the Conversion Price in effect at such time; and (13) that a holder
of shares of this Series shall be entitled to receive such dividend in lieu of
the Redemption Price only if such holder properly converts such shares on or
prior to the record date referred to in clause (7) of this sentence and that
shares of this Series shall not be convertible after such record date.

                  (d) If the Corporation determines to effect a Media Group
Disposition Redemption following a Disposition of all (not merely substantially
all) of the properties and assets attributed to the Media Group (in accordance
with Section 2.4.1(A)(1)(b)(i) of Article V of the Certificate of
Incorporation), the Corporation shall, not later than the 35th Trading Day and
not earlier than the 45th Trading Day prior to the Redemption Date, cause notice
to be filed with the transfer agent or agents for this Series and given to each
record holder of shares of this Series, setting forth: (1) the Redemption Date
(which, pursuant to the penultimate sentence of Section 4.1(b), shall be the
same as the date specified in clause (8) below); (2) that all shares of this
Series outstanding on the Redemption Date shall be redeemed by the Corporation;
(3) the Redemption Price; (4) that the redemption of shares of this Series shall
be conditioned upon the consummation of the Media Group Disposition Redemption;
(5) the place or places where certificates for shares of this Series, properly
endorsed or assigned for



                                  32
<PAGE>
transfer (unless the Corporation waives such requirement), are to be surrendered
for payment of the Redemption Price; (6) that dividends on the shares to be
redeemed will cease to accrue on the Redemption Date; (7) that all shares of
Media Stock outstanding on the date of such Media Group Disposition Redemption
shall be redeemed; (8) the date of such Media Group Disposition Redemption
(which shall not be more than 85 Trading Days following the consummation of such
Disposition); (9) the type of property in which the redemption price for the
shares of Media Stock to be redeemed is to be paid; (10) the Net Proceeds of
such Disposition; (11) the Outstanding Media Fraction on the date of such
notice; (12) the place or places where certificates for shares of Media Stock,
properly endorsed or assigned for transfer (unless the Corporation waives such
requirement), are to be surrendered for delivery of cash and/or securities or
other property; (13) the number of outstanding shares of Media Stock and the
number of shares of Media Stock into or for which such outstanding Convertible
Securities are then convertible, exchangeable or exercisable and the conversion,
exchange or exercise price thereof, including the number of outstanding shares
of this Series and the Conversion Price in effect at such time; (14) that a
holder of shares of this Series shall be entitled to participate in the Media
Group Disposition Redemption in lieu of participating in the redemption of the
shares of this Series only if such holder properly converts such shares of this
Series on or prior to the Redemption Date; and (15) that, except as otherwise
provided by Section 2.4.5(I) of Article V of the Certificate of Incorporation,
dividends on shares of Media Stock shall cease to be paid as of the Redemption
Date.

                  (e) If the Corporation determines to effect a Media Group
Disposition Redemption following a Disposition of substantially all (but not
all) of the properties and assets attributed to the Media Group (in accordance
with Section 2.4.1(A)(1)(b)(ii) of Article V of the Certificate of
Incorporation), the Corporation shall, not later than the 30th Trading Day
following the consummation of such Disposition, cause notice to be filed with
the transfer agent or agents for this Series and given to each record holder of
shares of this Series, setting forth: (1) the anticipated Redemption Date
(which, pursuant to the penultimate sentence of Section 4.1(b), shall be the
same as the date specified in clause (8) below); (2) that all shares of this
Series outstanding on the Redemption Date shall be redeemed by the Corporation;
(3) the Redemption Price;



                                  33
<PAGE>
(4) that the redemption of shares of this Series shall be conditioned upon the
consummation of the Media Group Disposition Redemption; (5) the place or places
where certificates for shares of this Series, properly endorsed or assigned for
transfer (unless the Corporation waives such requirement), are to be surrendered
for payment of the Redemption Price; (6) that dividends on the shares to be
redeemed will cease to accrue on the Redemption Date; (7) a date not earlier
than the 40th Trading Day and not later than the 50th Trading Day following the
consummation of such Disposition on which shares of Media Stock shall be
selected for redemption pursuant to such Media Group Disposition Redemption; (8)
the anticipated date of such Media Group Disposition Redemption (which shall not
be more than 85 Trading Days following the consummation of such Disposition);
(9) the type of property in which the redemption price for the shares of Media
Stock to be redeemed is to be paid; (10) the Net Proceeds of such Disposition;
(11) the Outstanding Media Fraction; (12) the number of shares of Media Stock
outstanding and the number of shares of Media Stock into or for which
outstanding Convertible Securities are then convertible, exchangeable or
exercisable and the conversion, exchange or exercise price thereof, including
the number of outstanding shares of this Series and the Conversion Price in
effect at such time; (13) that a holder of shares of this Series shall be
eligible to participate in such selection for redemption pursuant to such Media
Group Disposition Redemption in lieu of participating in the redemption of
shares of this Series only if such holder properly converts such shares of this
Series on or prior to the date referred to in clause (7) of this sentence and
that shares of this Series shall not be convertible after such date; and (14) a
statement that the Corporation will not be required to register a transfer of
any shares of Media Stock for a period of 15 Trading Days next preceding the
date referred to in clause (7) of this sentence.

                  (f) If the Corporation determines to effect a Media Group
Special Dividend, the Corporation shall, not later than the 45th Trading Day and
not earlier than the 60th Trading day prior to the date of payment of such
dividend, cause notice to be filed with transfer agent or agent for this Series
and given to each record holder of shares of this Series, setting forth: (1) the
anticipated Redemption Date (which, pursuant to the penultimate sentence of
Section 4.1(b), shall be the same as the date specified



                                  34
<PAGE>
in clause (8) below); (2) that all shares of this Series outstanding on the
Redemption Date shall be redeemed by the Corporation; (3) the Redemption Price;
(4) that the redemption of the shares of this Series shall be conditioned upon
the payment of the Media Group Special Dividend; (5) the place or places where
certificates for shares of this Series, properly endorsed or assigned for
transfer (unless the Corporation waives such requirement), are to be surrendered
for payment of the Redemption Price; (6) that dividends on the shares to be
redeemed will cease to accrue on the Redemption Date; (7) the record date for
determining holders of Media Stock entitled to receive the Media Group Special
Dividend, which shall be not earlier than the 20th Trading Day prior to the date
of payment of such dividend; (8) the anticipated date of payment of the Media
Group Special Dividend; (9) the type of property to be paid as such dividend in
respect of the outstanding shares of Media Stock; (10) the Outstanding Media
Fraction on the date of such notice; (11) the number of outstanding shares of
Media Stock and the number of shares of Media Stock into or for which
outstanding Convertible Securities are then convertible, exchangeable or
exercisable and the conversion, exchange or exercise price thereof, including
the number of outstanding shares of this Series and the Conversion Price in
effect at such time; and (12) that a holder of shares of this Series shall be
entitled to receive such dividend in lieu of the Redemption Price only if such
holder properly converts such shares on or prior to the record date referred to
in clause (7) of this sentence and that shares of this Series shall not be
convertible after such record date.

                  (g) If the Corporation or any of its subsidiaries determines
to effect a Media Group Tender or Exchange Offer, the Corporation shall, on the
date of the public announcement of such tender offer or exchange offer by the
Corporation or any of its subsidiaries but in any event not later than the 35th
Trading Day prior to such redemption, cause notice to be filed with the transfer
agent or agent for this Series and given to each record holder of shares of this
Series, setting forth: (1) the anticipated Redemption Date (which, pursuant to
the penultimate sentence of Section 4.1(b), shall be the same as the date
specified in clause (7) below); (2) that all shares of this Series outstanding
on the Redemption Date shall be redeemed by the Corporation; (3) the Redemption
Price; (4) that the redemption of shares of this Series shall be conditioned
upon the consummation of the Media Group Tender or Exchange



                                  35
<PAGE>
Offer; (5) the place or places where certificates for shares of this Series,
properly endorsed or assigned for transfer (unless the Corporation waives such
requirement), are to be surrendered for payment of the Redemption Price; (6)
that dividends on the shares to be redeemed will cease to accrue on the
Redemption Date; (7) the anticipated date of consummation of such Media Group
Tender or Exchange Offer; (8) the type of consideration to be paid by the
Corporation or its subsidiary in such Media Group Tender Offer or Exchange Offer
for shares of Media Stock; (9) the date on which such Media Group Tender or
Exchange Offer commenced, the date on which such Media Group Tender or Exchange
Offer is scheduled to expire unless extended and any other material terms
thereof (or the material terms of any amendment thereto); (10) the Outstanding
Media Fraction on the date of such notice; (11) the number of outstanding shares
of Media Stock and the number of shares of Media Stock into or for which such
outstanding Convertible Securities are then convertible, exchangeable or
exercisable and the conversion, exchange or exercise price thereof, including
the number of outstanding shares of this Series and the Conversion Price in
effect at such time; and (12) that a holder of shares of this Series shall be
entitled to participate in the Media Group Tender or Exchange Offer in lieu of
participating in the redemption of the shares of this Series only if such holder
properly converts such shares of this Series on or prior to the Redemption Date
and then complies with the terms and conditions of the Media Group Tender or
Exchange Offer and that such holder shall be permitted to tender or exchange
shares of Media Stock upon conversion of shares of this Series by notice of
guaranteed delivery so long as physical certificates are tendered as soon as
practicable after physical receipt thereof.

                  (h) In the event the Corporation shall redeem shares of this
Series pursuant to Section 4.1(d), notice of such redemption shall be given by
the Corporation at a time, and such notice shall contain information, comparable
to the time or information, as the case may be, specified in Sections 4.3(b)
through (g) with respect to a notice of a redemption pursuant to Section 4.1(b)
resulting from a substantially similar Media Group Special Event.

                  4.4 If notice of redemption or exchange shall have been given
by the Corporation as provided in Section 4.3, from and after the Redemption
Date, dividends



                                  36
<PAGE>
on the shares of this Series so called for redemption or exchange shall cease to
accrue, such shares shall no longer be deemed to be outstanding, and all rights
of the holders thereof as stockholders of the Corporation with respect to shares
so called for redemption or exchange (except, in the case of a redemption, the
right to receive from the Corporation the Redemption Price without interest and,
in the case of an exchange, the right to receive from the Corporation the
Exchange Rate without interest) shall cease (including any right to receive
dividends otherwise payable on any Dividend Payment Date that would have
occurred after the Redemption Date), unless (a) the Corporation, in the case of
a redemption, defaults in the payment of the Redemption Price and, in the case
of an exchange, the Corporation fails to exchange the shares of this Series for
the applicable number of shares of Media Stock, (b) in the case of a redemption
or exchange pursuant to Section 4.1(a), the Corporation exercises its right to
rescind such redemption or exchange pursuant to Section 4.5 or (c) in the case
of a redemption pursuant to Section 4.1(b) or 4.1(d), the conditions to such
redemption shall not have been satisfied, in which case such rights shall not
terminate at the close of business on such date. On or before the Redemption
Date, the Corporation shall deposit with a bank or trust company doing business
in New York, as paying agent, in the case of a redemption, money sufficient to
pay the Redemption Price on the Redemption Date, and in the case of an exchange,
certificates representing the shares of Media Stock to be exchanged on the
Redemption Date, in trust, with irrevocable instructions that such money or
shares be applied to the redemption or exchange of shares of this Series so
called for redemption or exchange. Any money or certificates so deposited with
any such paying agent which shall not be required for such redemption or
exchange because of the exercise of any right of conversion, rescission or
otherwise (including if the conditions to a redemption pursuant to Section
4.1(b) or 4.1(d) are not satisfied) shall be returned to the Corporation
forthwith. Upon surrender (in accordance with the notice of redemption or
exchange) of the certificate or certificates for any shares of this Series to be
so redeemed or exchanged (properly endorsed or assigned for transfer, if the
Corporation shall so require and the notice of redemption or exchange shall so
state), such shares shall be redeemed by the Corporation at the Redemption Price
or exchanged by the Corporation at the Exchange Rate, as applicable (unless, in
the case of a redemption or exchange pursuant to Section



                                  37
<PAGE>
4.1(a), the Corporation shall have exercised its right to rescind such
redemption or exchange pursuant to Section 4.5 or, in the case of a redemption
pursuant to Section 4.1(b) or 4.1(d), the conditions to such redemption shall
not have been satisfied). In case fewer than all the shares represented by any
such certificate are to be redeemed or exchanged, a new certificate shall be
issued representing the unredeemed and unexchanged shares (or fractions thereof
as provided in Section 7.4), without cost to the holder thereof. Subject to
applicable escheat laws, any moneys or shares so set aside by the Corporation
and unclaimed at the end of two years from the Redemption Date shall revert to
the general funds of the Corporation, after which reversion the holders of such
shares so called for redemption or exchange shall look only to the Corporation
for the payment of the Redemption Price or the Exchange Rate, as the case may
be, without interest. Any interest accrued on any funds so deposited shall be
paid to the Corporation from time to time.

                  4.5 If notice of redemption or exchange pursuant to Section
4.1(a) shall have been given by the Corporation pursuant to Section 4.3(a), in
the event that a Redemption Rescission Event shall occur following the date of
such notice but at or prior to the Redemption Date, the Corporation may, at its
sole option, at any time prior to the earlier of (i) the close of business on
that day which is five (5) Trading Days following such Redemption Rescission
Event and (ii) the Redemption Date, rescind such redemption or exchange by
making a public announcement of such rescission (the date on which such public
announcement shall have been made being hereinafter referred to as the
"Rescission Date"). The Corporation shall be deemed to have made such
announcement if it shall issue a release to the Dow Jones News Service and
Reuters Information Services or any successor news wire service. From and after
the making of such announcement, the Corporation shall have no obligation to
effect such redemption or exchange or to pay the Redemption Price or Exchange
Rate therefor and all rights of holders of shares of this Series shall be
restored as if notice of redemption or exchange had not been given. The
Corporation shall give notice of any such rescission by first-class mail,
postage prepaid, mailed as promptly as practicable, but in no event later than
the close of business on that date which is five (5) Trading Days following the
Rescission Date to each record holder of shares of this Series at the close of
business on the



                                  38
<PAGE>
Rescission Date and to any other Person or entity that was a record holder of
shares of this Series and that shall have surrendered shares of this Series for
conversion following the giving of notice of the subsequently rescinded
redemption or exchange. Each notice of rescission shall (w) state that such
redemption or exchange has been rescinded, (x) state that any Converting Holder
shall be entitled to rescind the conversion of shares of this Series surrendered
for conversion following the day on which notice of such redemption or exchange
was given but on or prior to the later of (I) the close of business on the
Trading Day next succeeding the date on which public announcement of the
rescission of such redemption or exchange shall have been made and (II) the date
which is three Trading Days following the mailing of the Corporation's notice of
rescission, (y) be accompanied by a form prescribed by the Corporation to be
used by any Converting Holder rescinding the conversion of shares so surrendered
for conversion (and instructions for the completion and delivery of such form,
including instructions with respect to payments that may be required to
accompany such delivery in accordance with Section 3.5) and (z) state that such
form must be properly completed and received by the Corporation no later than
the close of business on a date that shall be fifteen (15) Trading Days
following the date of the mailing of such notice of rescission.

            5.    Voting.     The shares of this Series shall have no voting
rights except as required by law or as set forth below.

                  5.1 (a) So long as any shares of this Series remain
outstanding, unless a greater percentage shall then be required by law, the
Corporation shall not, without the affirmative vote at a meeting or the written
consent with or without a meeting of the holders of shares of this Series
representing at least a majority of the shares of this Series then outstanding
(i) authorize any Senior Stock or reclassify any Junior Stock or Parity Stock as
Senior Stock, or (ii) amend, alter or repeal any of the provisions of the
Certificate or the Certificate of Incorporation, so as in any such case to
materially and adversely affect the voting powers, designations, preferences and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions of the shares of this Series; provided, however,
that an amendment which effects a split of this Series or which effects a



                                  39
<PAGE>
combination of the shares of this Series into a fewer number of Shares shall not
be deemed to have any such material adverse effect.

                  (b) No vote or consent of holders of shares of this Series
shall be required for (i) the creation of any indebtedness of any kind of the
Corporation, (ii) the authorization or issuance of any class of Junior Stock
(including any class or series of common stock of the Corporation) or Parity
Stock, (iii) the authorization, designation or issuance of additional shares of
Series D Stock or (iv) subject to Section 5.1(a), the authorization or issuance
of any other shares of Preferred Stock.

                  5.2 (a) If and whenever at any time or times dividends payable
on shares of this Series shall have been in arrears and unpaid in an aggregate
amount equal to or exceeding the amount of dividends payable thereon for six
quarterly dividend periods, then the number of directors constituting the Board
of Directors shall be automatically increased by two and the holders of shares
of this Series, together with the holders of any shares of any Parity Stock as
to which in each case dividends are in arrears and unpaid in an aggregate amount
equal to or exceeding the amount of dividends payable thereon for six quarterly
dividend periods, shall have the exclusive right, voting separately as a class
with such other series, to elect two directors of the Corporation.

                  (b) Such voting right may be exercised initially either by
written consent or at a special meeting of the holders of the Preferred Stock
having such voting right, called as hereinafter provided, or at any annual
meeting of stockholders held for the purpose of electing directors, and
thereafter at each such annual meeting until such time as all dividends in
arrears on the shares of this Series shall have been paid in full and all
dividends payable on the shares of this Series on four subsequent consecutive
Dividend Payment Dates shall have been paid in full on such dates or funds shall
have been set aside for the payment thereof, at which time such voting right and
the term of the directors elected pursuant to Section 5.2(a) shall terminate.

                  (c) At any time when such voting right shall have vested in
holders of shares of such series of Preferred Stock described in Section 5.2(b),
and if such right shall



                                  40
<PAGE>
not already have been exercised by written consent, a proper officer of the
Corporation may call, and, upon the written request, addressed to the Secretary
of the Corporation, of the record holders of either (i) shares representing
twenty-five percent (25%) of the voting power of the shares then outstanding of
the Series D Stock or (ii) shares representing twenty-five percent (25%) of the
voting power of shares of all series of Preferred Stock having such voting
right, shall call, a special meeting of the holders of Preferred Stock having
such voting right. Such meeting shall be held at the earliest practicable date
upon the notice required for annual meetings of stockholders at the place for
holding annual meetings of stockholders of the Corporation, or, if none, at a
place designated by the Board of Directors. Notwithstanding the provisions of
this Section 5.2(c), no such special meeting shall be called during a period
within 60 days immediately preceding the date fixed for the next annual meeting
of stockholders.

                  (d) At any meeting held for the purpose of electing directors
at which the holders of such Preferred Stock shall have the right to elect
directors as provided herein, the presence in person or by proxy of the holders
of shares representing more than fifty percent (50%) in voting power of the then
outstanding shares of such Preferred Stock having such right shall be required
and shall be sufficient to constitute a quorum of such class for the election of
directors by such class.

                  (e) Any director elected by holders of Preferred Stock
pursuant to the voting right created under this Section 5.2 shall hold office
until the next annual meeting of stockholders (unless such term has previously
terminated pursuant to Section 5.2(b)) and any vacancy in respect of any such
director shall be filled only by vote of the remaining director so elected, or
if there be no such remaining director, by the holders of such Preferred Stock
entitled to elect such director or directors by written consent or at a special
meeting called in accordance with the procedures set forth in Section 5.2(c),
or, if no special meeting is called or written consent executed, at the next
annual meeting of stockholders.

                  (f) In exercising the voting rights set forth in this Section
5.2, each share of this Series shall have a number of votes equal to its
Liquidation Value.




                                  41
<PAGE>
            6.    Liquidation Rights.

                  6.1 Upon the dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, the holders of the shares of this
Series shall be entitled to receive out of the assets of the Corporation
available for distribution to stockholders, in preference to the holders of, and
before any payment of distribution shall be made on, Junior Stock, the
Liquidation Value in effect at such time, plus an amount equal to all accrued
and unpaid dividends to the date of final distribution.

                  6.2 The Liquidation Value shall initially be equal to $50 per
share of Series D Stock. The Liquidation Value shall be subject to adjustment
from time to time to appropriately give effect to any split or combination of
the shares of this Series.

                  6.3 Neither the sale, exchange or other conveyance (for cash,
shares of stock, securities or other consideration) of all or substantially all
the property and assets of the Corporation nor the merger or consolidation of
the Corporation into or with any other corporation, or the merger or
consolidation of any other corporation into or with the Corporation, shall be
deemed to be a dissolution, liquidation or winding up, voluntary or involuntary,
for the purposes of this Section 6.

                  6.4 After the payment to the holders of the shares of this
Series of full preferential amounts provided for in this Section 6, the holders
of this Series as such shall have no right or claim to any of the remaining
assets of the Corporation.

                  6.5 In the event the assets of the Corporation available for
distribution to the holders of shares of this Series upon any dissolution,
liquidation or winding up of the Corporation, whether voluntary or involuntary,
shall be insufficient to pay in full all amounts to which such holders are
entitled pursuant to Section 6.1, no such distribution shall be made on account
of any shares of any Parity Stock upon such dissolution, liquidation or winding
up unless proportionate distributive amounts shall be paid on account of the
shares of this Series, ratably, in proportion to the full distributable amounts
for which holders of all Parity Stock are entitled upon such dissolution,
liquidation or winding up.



                                  42
<PAGE>
            7.    Other Provisions.

                  7.1 All notices from the Corporation to the holders shall be
given by first class mail, postage prepaid, to the holders of shares of this
Series at their last address as it shall appear on the stock register. With
respect to any notice to a holder of Shares of this Series required to be
provided hereunder, neither failure to mail such notice, nor any defect therein
or in the mailing thereof, shall affect the sufficiency of the notice or the
validity of the proceedings referred to in such notice or affect the legality or
validity of any distribution, right, warrant, reclassification, consolidation,
merger, conveyance, transfer, dissolution, liquidation or winding up, or the
vote upon any such action. Any notice which was mailed in the manner herein
provided shall be conclusively presumed to have been duly given whether or not
the holder receives the notice.

                  7.2 All notices and other communications from a holder of
shares of this Series shall be deemed given if delivered personally or sent by
overnight courier (providing proof of delivery) to the Corporation at the
following address (or at such other address as the Corporation shall specify in
a notice pursuant to Section 7.1): U S WEST, Inc., 7800 East Orchard Road,
Englewood, Colorado 80111, Attention: General Counsel.

                  7.3 Any shares of this Series which have been converted,
redeemed, exchanged or otherwise acquired by the Corporation shall, after such
conversion, redemption, exchange or acquisition, as the case may be, be retired
and promptly cancelled and the Corporation shall take all appropriate action to
cause such shares to obtain the status of authorized but unissued shares of
Preferred Stock, without designation as to series, until such shares are once
more designated as part of a particular series by the Board of Directors. The
Corporation may cause a certificate 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 references to Series D Stock shall
be eliminated from the Certificate of Incorporation and the shares of Preferred
Stock designated hereby as Series D 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



                                  43
<PAGE>
Stock to be created by resolution or resolutions of the Board of Directors.

                  7.4 The shares of this Series shall be issuable in whole
shares or in any fraction of a whole share or any integral multiple of such
fraction.

                  7.5 The Corporation shall, to the fullest extent permitted by
law, 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 purposes.

                  7.6 All notice periods referred to in the Certificate shall
commence on the date of the mailing of the applicable notice.

                  7.7 Subject to applicable law, any determinations made in the
exercise of the good faith business judgment of the Board of Directors under any
provision of the Certificate shall be final and binding on all stockholders of
the Corporation, including the holders of shares of this Series.

                  7.8 Certificates for shares of this Series shall bear such
legends as the Corporation shall from time to time deem appropriate.





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<PAGE>
            IN WITNESS WHEREOF, U S WEST, INC. has caused this certificate to 
be signed this 15th day of November, 1996.


                                   U S WEST, INC.

                                   By: /s/ Charles M. Lillis
                                      -----------------------------------------
                                      Name:  Charles M. Lillis
                                      Title: Executive Vice President;
                                             President and Chief
                                             Executive Officer of the
                                             U S WEST Media Group




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