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                                                                     EXHIBIT 3.1

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                       AMERICA ONLINE LATIN AMERICA, INC.

                        Pursuant to Sections 242 and 245
                          of the Corporation Law of the
                                State of Delaware

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

       (Originally incorporated under the same name on November 22, 1999)

         FIRST: The name of the corporation is America Online Latin America,
Inc. (the "Corporation").

         SECOND: The initial registered office of the Corporation is to be
located at 2711 Centerville Road, Suite 400, City of Wilmington, County of New
Castle; and the name of the initial registered agent of the Corporation in the
State of Delaware is The Prentice-Hall Corporation System, Inc.

         THIRD: (a) PURPOSE. Subject to the provisions of Clause (d) of this
Article THIRD and Clause (b)(i)(B) of Article FOURTH, the purpose of the
Corporation is to engage in any lawful act or activity for which a corporation
may be organized under the General Corporation Law of the State of Delaware (the
"GCL"); provided, however, that until all outstanding shares of High Vote Stock
(as defined below) of the Corporation have been converted into shares of Class A
Common Stock (as defined below) in accordance with Clause (b)(iii) of Article
FOURTH of this Certificate of Incorporation or are otherwise no longer issued
and outstanding, the Corporation shall not, and shall not have the power to,
engage directly or indirectly, including without limitation through any
Subsidiary (as defined below) or Affiliate (as defined below), in any business
other than (i) providing Interactive Services (as defined below) in the
Territory (as defined below), and engaging in ancillary activities necessary or
desirable to conduct such businesses and (ii) providing Content, management and
related activities on the AOL online service or any other AOL-branded property,
including creating, maintaining and managing for AOL, English and
Spanish-language versions of a mini channel directed at the Hispanic audience in
the United States, and taking all actions necessary or desirable to carry out
and perform such activities and any other activities contemplated, either
explicitly or implicitly, thereby, including executing, delivering and
performing any agreements, documents and instruments entered into in connection
therewith.

         (b) DEFINITIONS. As used herein, the following terms shall have the
following meanings:

         "Action" shall mean any claim, action, suit, arbitration, mediation,
inquiry, proceeding or investigation by or before any Governmental Authority (or
arbitrator or mediator, as the case may be), whether at law or in equity.

         "Additional Shares of Common Stock" shall have the meaning given in
Clause (c) of Article FOURTH.

         "Advancement of Expenses" shall have the meaning given in Clause (e) of
this Article THIRD.

         "Affiliate" of any Person shall mean any other Person that, directly or
indirectly, controls, is under common control with or is controlled by that
Person. For purposes of this definition, "control" (including, with its
correlative meanings, the terms "controlled by" and "under common control
with"), as used with respect to any Person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities
or by contract or otherwise.



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         "AOL" shall mean America Online, Inc., a Delaware corporation.

         "AOL-branded" shall mean, with respect to any internet or online
service that such service includes the words "AOL" or "America Online" as an
integral part of the name of such internet or online service. For the avoidance
of doubt, a reference to an internet or online service being available on or
through "AOL" or "America Online" internet or online service shall not itself
make such service "AOL-branded", nor would the description of, for example,
Netscape, an AOL company. By way of illustration, the "AOL Latin America
regional internet portal service" and the "America Online Brasil online service"
are "AOL-branded" services, while "Netscape Online" is not an AOL-branded
service.

         "Aspen" shall mean Aspen Investments LLC, a Delaware limited liability
company.

         "Atlantis" shall mean Atlantis Investments LLC, a Delaware limited
liability company.

         "Board" shall mean the Corporation's Board of Directors.

         "Business Plan" shall mean, with respect to each country within the
Territory, an annual capital, revenue and expense plan, including pro forma
statements of income/loss, financial condition and cash flows, the projected
cash funding requirements of the applicable Operating Entity on a quarterly
basis, and such other information as the Board shall require from time to time,
together with a quarterly cash funding plan with dates of funding, plus
marketing, operational and other business strategies, reflecting the financial
objectives and requirements of the applicable Operating Entity.

         "By-laws" shall mean the By-laws of the Corporation, as the same may be
amended or restated from time to time.

         "Cisneros Family" shall mean Ricardo Cisneros, Gustavo Cisneros and/or
their lineal descendants, individually or collectively and/or any trusts for the
exclusive benefit of any one or more of such persons.

         "Class A Common Stock" shall have the meaning given in Clause (a) of
Article FOURTH.

         "Class A Director" shall have the meaning given in Clause (b) of
Article FOURTH.

         "Class B Common Stock" shall have the meaning given in Clause (a) of
Article FOURTH.

         "Class B Director" shall have the meaning given in Clause (b) of
Article FOURTH.

         "Class B Securities" shall mean collectively the Series B Preferred
Stock and/or the Class B Common Stock, as the same may be outstanding from time
to time.

         "Class B Triggering Event" shall have the meaning given in Clause (b)
of Article FOURTH.

         "Class C Common Stock" shall have the meaning given in Clause (a) of
Article FOURTH.

         "Class C Director" shall have the meaning given in Clause (b) of
Article FOURTH.

         "Class C Securities" shall mean collectively the Series C Preferred
Stock and/or the Class C Common Stock, as the same may be outstanding from time
to time.

         "Class C Triggering Event" shall have the meaning given in Clause (b)
of Article FOURTH.



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         "Common Stock" shall have the meaning given in Clause (a) of Article
FOURTH.

         "Communication Services" includes chat, e-mail, message boards, online
transactions and other forms of online interaction.

         "Content" shall mean either (i) text or (ii) multimedia information
which contains any combination of any of the following in digital form or such
other forms as may become available in the future: text, graphics, video, sound,
still images, or the like.

         "Conversion Date" shall have the meaning given in Clause (c) of Article
FOURTH.

         "Conversion Ratio" shall mean collectively, the Series B Conversion
Ratio and the Series C Conversion Ratio.

         "Corporate Opportunity" shall mean an investment or business
opportunity or prospective economic or competitive advantage in which the
Corporation could, but for the provisions of this Article THIRD, have an
interest or expectancy. Notwithstanding the foregoing, "Corporate Opportunity"
shall not include any Special Power.

         "Corporation" shall have the meaning given in Article FIRST.

         "Damages" shall mean any and all costs, losses, claims, liabilities,
fines, penalties, damages and expenses (including interest which may be incurred
in connection therewith), court costs, and reasonable fees and expenses of
counsel, consultants and expert witnesses, incurred by a Person indemnified
pursuant to the provisions of paragraph (e) of this Article THIRD.

         "Employee" shall mean, with respect to a Parent Entity as of any date,
any then current employee of such Parent Entity or of any Wholly-Owned Affiliate
of such Parent Entity.

         "Encumbrance" shall mean any mortgage, pledge, security interest, lien
or restriction on use or transfer, voting agreement, adverse claim or
encumbrance or charge of any kind (including any agreement to give any of the
foregoing), any conditional sale or other title retention agreement, any lease
in the nature thereof, and the filing of, or any agreement to give, any
financing statement under the Uniform Commercial Code or similar law of any
jurisdiction.

         "Executive Committee" shall have the meaning given in Clause (e) of
Article FIFTH.

         "Fair Market Value" shall mean, as of any date, the average closing
price for the Class A Common Stock as quoted on any national securities exchange
or on the NASDAQ National Market System for the fifteen trading days ending on
the second trading day prior to such date as reported in the Eastern Edition of
THE WALL STREET JOURNAL. If the Class A Common Stock shall not be listed on any
such exchange or traded on any such automated quotation system on all such
trading days during such 15-trading day period, the closing or latest reported
price for Class A Common Stock in the over-the-counter market on each trading
day on which such shares are not so listed or traded as reported by NASDAQ or,
if not so reported, then the last sale price for each such day, as reported by
the National Quotation Bureau Incorporated, or if such organization is not in
existence, by an organization providing similar services (as determined by the
Board), shall be deemed to be the closing price on such trading day. If, at a
time when the Class A Common Stock is trading other than on such an exchange,
there shall not have been a sale on any such trading day, the mean of the last
reported bid and asked quotations as reported in the Eastern Edition of THE WALL
STREET JOURNAL for Class A Common Stock on such day shall be deemed to be the
closing price. If the shares of Class A Common Stock shall not be so reported on



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any of such trading days, then the Fair Market Value per share of such Class A
Common Stock shall be the fair market value thereof as determined in the
reasonable judgment of the Board of Directors. For the purpose hereof, "trading
day" shall mean a day on which the securities exchange or automated quotation
system specified herein shall be open for business or, if the shares of Class A
Common Stock shall not be listed on such exchange or automated quotation system
for such period, a day with respect to which quotations of the character
referred to in the next preceding sentence shall be reported.

         "Final Adjudication" shall have the meaning given in Clause (e) of this
Article THIRD.

         "GCL" shall have the meaning given in Clause (a) of this Article THIRD.

         "Governmental Authority" shall mean any United States federal, state or
local or any foreign government, governmental, regulatory or administrative
authority, or commission or any court, tribunal or agency.

         "High Vote Common Stock" shall mean, collectively, the Class B Common
Stock and the Class C Common Stock.

         "High Vote Preferred Stock" shall mean, collectively, the Series B
Preferred Stock and the Series C Preferred Stock.

         "High Vote Stock" shall mean, collectively, the High Vote Common Stock
and the High Vote Preferred Stock.

         "Interactive Services" shall mean the provision of Content or
Communication Services which may be provided through the use of any protocols,
standards, or platforms (including Internet or Internet derivative protocols,
standards, and platforms) for remote access by narrowband or broadband
infrastructure, including without limitation POTS, ISDN, ADSL, satellite, cable,
fiber optics, wireless and hybrid CD-ROM.

         "Internet Portal Services" shall mean a comprehensive collection of
AOL-branded, Spanish and/or Portuguese language, internet or online services
intended to aggregate and market all material consumer relevant segments of
web-based Content targeted to consumers in one or more specific countries within
the Territory and accessible to all Persons, regardless of whether they are
Subscribers within such countries. By way of illustration, in Brazil, the
americaonline.com.br is an Internet Portal Service, while individual websites
devoted to e-commerce, vertical markets or specific subjects (e.g., personal
finance) would not be Internet Portal Services.

         "Launch" shall mean the first commercial availability of an Interactive
Service to potential Subscribers in the Territory or a country in the Territory,
as applicable.

         "Liquidation Preference" shall have the meaning given in Clause (c) of
Article FOURTH .

         "Mandatory Redemption" shall have the meaning given in Clause (c) of
Article FOURTH.

         "ODC" shall mean, individually and collectively, Riverview Media Corp.,
a British Virgin Islands corporation, and Aspen and Atlantis, for so long as
each of Aspen and Atlantis is directly or indirectly wholly owned by the
Cisneros Family, and, any Permitted Transferee(s) for so long as such Permitted
Transferee(s) are directly or indirectly wholly owned by, or is a or are,
member(s) of the Cisneros Family. Notwithstanding the foregoing, in each
instance in this Certificate where ODC is required to (i) provide any consent to
any action or inaction by the Corporation or any other Person, (ii) reject or



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otherwise determine not to pursue any Corporate Opportunity, or (iii) hold or
vote any proxy required to be delivered hereunder, the term "ODC" shall mean,
(A) Aspen and/or Atlantis, if Aspen and/or Atlantis then collectively hold at
least a majority of the voting power of the High Vote Stock and Common Stock
then held by ODC and its Permitted Transferees, in the aggregate, and (B) if
Aspen and/or Atlantis do not then collectively hold at least a majority of the
voting power of the High Vote Stock and Common Stock then held by ODC and its
Permitted Transferees, in the aggregate, such Person or Persons as the
Corporation may, in its sole discretion based on the stock record books of the
Corporation, determine then holds at least a majority of the voting power of the
High Vote Stock and Common Stock then held by ODC and its Permitted Transferees,
in the aggregate.

         "Operating Entity" shall mean an Affiliate of the Corporation formed
for the purpose of operating and/or marketing and supporting the business of the
Corporation in one or more jurisdictions in the Territory.

         "Original Issue Date" shall have the meaning given in Clause (c) of
Article FOURTH.

         "Parent Entity" shall mean each of AOL and ODC.

         "PC Access Services" shall mean the provision by any Person of physical
network access (irrespective of bandwidth or type of physical infrastructure
such as cable, fiber optics, copper, fixed wireless or satellite) to online
and/or internet services to end users of personal computers.

         "Permitted Encumbrances" shall mean (i) liens for taxes, assessments
and other governmental charges or levies not due and payable, or which currently
are being contested in good faith by appropriate proceedings, (ii) mechanics',
workmen's, repairmen's, materialmen's, warehousemen's, vendors' and carriers'
liens, and other similar liens arising in the ordinary course of business for
charges which are not delinquent, or which currently are being contested in good
faith by appropriate proceedings and have not proceeded to judgment, and (iii)
liens in respect of judgments or awards with respect to which there shall be a
good faith current prosecution of an appeal or proceedings for review which is
secured by an appropriate bond or a stay of execution pending such appeal or
proceedings for review.

         "Permitted Transferee" shall mean AOL, ODC, each of their Wholly-Owned
Affiliates, Employees of AOL and ODC, and members of the Cisneros Family.

         "Person" shall mean an individual, corporation, partnership, limited
liability company, trust, unincorporated organization, or other legal entity, or
a Governmental Authority, or their equivalent under the applicable legal system.

         "Preferred Stock" shall have the meaning given in Clause (a) of Article
FOURTH.

         "Redemption Date" shall have the meaning given in Clause (c) of Article
FOURTH.

         "Redemption Notice" shall have the meaning given in Clause (c) of
Article FOURTH.

         "Redemption Price" shall have the meaning given in Clause (c) of
Article FOURTH.

         "Registration Rights Agreement" means the Amended and Restated
Registration Rights Agreement by and among the Corporation, AOL and ODC dated
March 30, 2001, as the same may be amended, supplemented or restated from time
to time.

         "Section 141(a)" shall have the meaning given in Clause (c) of Article
FIFTH.

         "Series B Conversion Ratio" shall have the meaning given in Clause (c)
of Article FOURTH.



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         "Series B Preferred Stock" shall have the meaning given in Clause (a)
of Article FOURTH.

         "Series C Conversion Ratio" shall have the meaning given in Clause (c)
of Article FOURTH.

         "Series C Preferred Stock" shall have the meaning given in Clause (a)
of Article FOURTH.

         "Special Committee" shall have the meaning given in Clause (d) of
Article FIFTH.

         "Special Power" shall mean any investment or business opportunity or
prospective economic or competitive advantage that (i) is presented to or
becomes known to an officer of the Corporation who is not also an officer or
director of AOL or ODC or any of their Subsidiaries or Affiliates (other than
the Corporation), (ii) occurs or arises solely in the Territory and (iii)
involves opportunities, activities or operations of a type or nature which the
Corporation is then pursuing or conducting (i.e., accepting advertising from a
local provider of products or services, or advertising directed solely in the
Territory from an international provider of products or services as opposed to
advertising by an international provider of products or services directed both
within and outside of the Territory) as opposed to opportunities, activities or
operations of a type which the Corporation is not then conducting (i.e.,
offering a new product, technology or service not then being offered by the
Corporation).

         "Stockholders' Agreement" shall mean the Amended and Restated
Stockholders' Agreement by and among the Corporation, AOL and ODC, dated as of
March 30, 2001, as the same may be amended, supplemented or restated from time
to time.

         "Strategic Partner" shall mean any Person who acquires 25% or more of
the equity of the Corporation and who provides a strategic benefit to the
Corporation in the form of a contractual relationship or contribution of
material, in-kind assets.

         "Subscriber" shall mean, as of any date of determination and with
respect to any Interactive Service, any Person who has opened an account with or
otherwise registered as a user of such Interactive Service.

         "Subsidiary" shall mean, with respect to any Person, any corporation,
limited liability company, partnership, association, joint venture or other
business entity of which (i) if a corporation, (x) ten percent (10%) or more of
the total voting power of shares of stock entitled to vote in the election of
directors thereof or (y) ten percent (10%) or more of the value of the equity
interests is at the time owned or controlled, directly or indirectly, by the
Person or one or more of its other Subsidiaries, or (ii) if a limited liability
company, partnership, association or other business entity, ten percent (10%) or
more of the partnership or other similar ownership interests thereof is at the
time owned or controlled, directly or indirectly, by the Person or one or more
of its subsidiaries. The Person shall be deemed to have ten percent (10%) or
greater ownership interest in a limited liability company, partnership,
association or other business entity if the Person is allocated ten percent
(10%) or more of the limited liability company, partnership, association or
other business entity gains or losses or shall be or control the Person managing
such limited liability company, partnership, association or other business
entity.

         "Territory" shall mean the following countries:

                     Anguilla                                   Haiti
                      Antigua                                 Honduras
                     Argentina                                 Jamaica
                       Aruba                                 Martinique
                      Bahamas                                  Mexico
                     Barbados                           Netherlands Antilles


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                      Barbuda                             Nevis Montserrat
                      Belize                                  Nicaragua
                      Bolivia                                  Panama
                      Brazil                                  Paraguay
                  Caicos Islands                                Peru
                  Cayman Islands                             Puerto Rico
                       Chile                                  St. Kitts
                     Colombia                                 St. Lucia
                    Costa Rica                               St. Maarten
                       Cuba                                  St. Martin
                     Dominica                                St. Vincent
                Dominican Republic                            Suriname
                      Ecuador                              The Grenadines
                    El Salvador                                Tobago
                   French Guiana                              Trinidad
                      Grenada                               Turks Islands
                    Guadeloupe                                 Uruguay
                     Guatemala                                Venezuela
                      Guyana                               Virgin Islands

         "Transfer Agent" shall have the meaning given in Clause (b) of Article
FOURTH.

         "TV Access Services" shall mean the provision by any Person of network
access (irrespective of bandwidth or transmission media, including, without
limitation, cable, fiber optics and satellite) to online and/or internet
services to end users of the television platform by means of cable or satellite
transmission.

          "Undertaking" shall have the meaning given in Clause (e) of Article
THIRD.

         "Voting Stock" shall have the meaning given in Clause (a) of Article
FOURTH.

         "Wholly Owned Affiliate" shall mean with respect to any Person any
other Person which is directly or indirectly wholly owned by such Person,
directly or indirectly wholly owns such Person or is directly or indirectly
wholly owned by the same Person as such Person, with such ownership to mean
possession of both 100% of the equity interest and 100% of the voting interest,
except for directors' qualifying shares, if any. Any Person that is directly or
indirectly wholly owned by the Cisneros Family shall be deemed a Wholly Owned
Affiliate of ODC, and any Person that is directly or indirectly wholly owned by
AOL Time Warner, Inc, a Delaware corporation, shall be deemed a Wholly Owned
Affiliate of AOL.

         "Wireless Access Services" shall mean the provision by any Person of
network access by use of electromagnetic waves (irrespective of bandwidth or
transmission protocol) to online and/or internet services to end users of mobile
wireless access devices, which access services are acquired or developed by AOL
for Launch anywhere on or prior to August 7, 2004. "Wireless Access Services"
shall not include any PC Access Services or TV Access Services, notwithstanding
their use of electromagnetic waves or otherwise. For the avoidance of doubt, the
fact that an end user of a PC Access Service or TV Access Service shall transmit
information to his or her personal computer or television by means of an
infrared or other wireless keyboard or similar input device shall not make such
PC Access Service or TV Access Service a Wireless Access Service.

         (c) COMPETING ACTIVITIES AND CORPORATE OPPORTUNITIES. The stockholders
of the Corporation, including, without limitation, AOL, ODC, and their
respective officers, directors, agents, shareholders, members, partners,
Affiliates and Subsidiaries (other than the Corporation and its Subsidiaries),
may engage or invest in, independently or with others, any business activity of



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any type or description, including without limitation those that might be the
same as or similar to the Corporation's business or the business of any
Subsidiary or Affiliate of the Corporation and that might be in direct or
indirect competition with the Corporation or any Subsidiary or Affiliate of the
Corporation, including, without limitation, any business of the Corporation
conducted pursuant to any Special Power, and neither the Corporation, any
Subsidiary or Affiliate of the Corporation (other than the Corporation and its
Subsidiaries) nor any other stockholder of the Corporation shall have any right
in or to such other ventures or activities or to receive or share in any income
or proceeds derived therefrom. If either AOL or ODC (or, except as to any matter
the Corporation has the corporate power to exploit pursuant to Clause (d) of
Article THIRD, any of their respective officers, directors, agents,
shareholders, members, partners, Affiliates or Subsidiaries) acquires knowledge
of a potential transaction or matter which may be a Corporate Opportunity or
otherwise is then exploiting any Corporate Opportunity, the Corporation shall
have no interest in, and no expectation that, such Corporate Opportunity be
offered to it, any such interest or expectation being hereby renounced, so that
such Person (1) shall have no duty to communicate or present such Corporate
Opportunity to the Corporation, shall have the right to hold any such Corporate
Opportunity for its (and its officers', directors', agents', shareholders',
members', partners', Affiliates' or Subsidiaries') own account or to recommend,
sell, assign or otherwise transfer such Corporate Opportunity to Persons other
than the Corporation or any Subsidiary of the Corporation, and (2) shall not be
liable to the Corporation or its stockholders for breach of any fiduciary duty
as a stockholder of the Corporation or otherwise by reason of the fact that such
Person pursues or acquires such Corporate Opportunity for itself, directs,
sells, assigns or otherwise transfers such Corporate Opportunity to another
Person, or does not communicate information regarding such Corporate Opportunity
to the Corporation.

         (d) LIMITATION ON CORPORATE POWERS.

                  (1) The Corporation shall not have the corporate power to take
         any action, or to cause or permit any Subsidiary or Affiliate to take
         any action, to exploit in any manner any Corporate Opportunity (other
         than a Special Power) unless and until exploitation of such Corporate
         Opportunity is rejected by AOL and by ODC (in each case by each of AOL
         and ODC on their own behalf and on behalf of their respective
         Subsidiaries and Affiliates) as set forth herein. The Corporation shall
         not have the corporate power to take any action, or to cause or permit
         any Subsidiary or Affiliate to (or to own any Subsidiary or Affiliate
         that does) take any action, to exploit in any manner any Corporate
         Opportunity, knowledge of which is obtained by any person who is an
         officer, director, employee or agent of the Corporation and who is
         neither (1) a Class B or Class C Director nor (2) an officer or
         director of AOL or ODC or any of their Subsidiaries or Affiliates
         (other than the Corporation) unless and until (A) such Corporate
         Opportunity shall be presented to AOL and ODC (in each case to AOL and
         ODC on their own behalf and on behalf of their respective Subsidiaries
         and Affiliates) and (B) AOL determines that AOL shall not and ODC
         determines that ODC shall not (in each case by each of AOL and ODC on
         their own behalf and on behalf of their respective Subsidiaries and
         Affiliates) pursue such Corporate Opportunity. The Corporation shall
         not have the corporate power to take any action, or to cause or permit
         any Subsidiary or Affiliate to take any action, to exploit in any
         manner any Corporate Opportunity, knowledge of which is obtained by any
         person who is a director or officer of the Corporation and who is
         either (1) a Class B Director or (2) a director or officer of AOL or
         any of its Subsidiaries or Affiliates (other than the Corporation)
         unless and until exploitation of such Corporate Opportunity is rejected



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         by AOL on its own behalf and on behalf of its Subsidiaries and
         Affiliates. The Corporation shall not have the corporate power to take
         any action, or to cause or permit any Subsidiary or Affiliate to (or to
         own any Subsidiary or Affiliate that does) take any action, to exploit
         in any manner any Corporate Opportunity, knowledge of which is obtained
         by any person who is a director or officer of the Corporation and who
         is either (1) a Class C Director or (2) a director or officer of ODC or
         any of its Subsidiaries or Affiliates (other than the Corporation)
         unless and until exploitation of such Corporate Opportunity is rejected
         by ODC on its own behalf and on behalf of its Subsidiaries and
         Affiliates. Notwithstanding the foregoing, each or both of AOL and ODC,
         and each of their Subsidiaries and Affiliates, may exploit any
         Corporate Opportunity that may become or is a Special Power of the
         Corporation regardless of whether the Corporation is then exploiting or
         attempting to exploit such Special Power.

                  (2) For purposes of Clause (d)(1) of this Article THIRD, if
         any Person entitled to exploit a Corporate Opportunity does not, within
         180 calendar days after becoming aware of such Corporate Opportunity,
         begin to pursue, or thereafter continue to pursue, such Corporate
         Opportunity, the Corporation shall then have the corporate power to
         take any action or cause or permit any Subsidiary to take any action to
         exploit in any manner any such Corporate Opportunity; provided that the
         180 calendar days within which a Person must begin to or continue to
         pursue a Corporate Opportunity shall not be deemed to have elapsed with
         respect to a Person until the day after the date reasonably determined
         by the Board of Directors of the Corporation to be the 180th calendar
         day after such Person became aware of the Corporate Opportunity as set
         forth in a written notice from the Corporation to the Person or Persons
         entitled to exploit the Corporate Opportunity; and provided further
         that each recipient of such notice does not object to such
         determination in writing to the Corporation within ten (10) business
         days following the receipt of such written notice. In the case of an
         objection by a recipient of the date set forth in the written notice
         provided in the preceding sentence, the 180th calendar day shall be the
         date mutually agreed upon by the Corporation and the Person or Persons
         entitled to exploit the Corporate Opportunity.

                  (3) Except as specifically provided in Clause (d)(1) of this
         Article THIRD, for purposes of Clause (d) of this Article THIRD only
         (A) the term "Corporation" shall mean the Corporation and all
         Subsidiaries and Affiliates of the Corporation and (B) the terms AOL
         and ODC shall mean, as applicable, AOL, ODC, and each of their
         Subsidiaries and Affiliates other than the Corporation.

         (e) INDEMNIFICATION.

                  (i) If, and to the extent that, the Corporation, any
         stockholder of the Corporation or any other Person brings any Action
         against AOL or ODC (or any of their officers, directors, agents,
         shareholders, members, partners, Affiliates or Subsidiaries) seeking
         any Damages or injunctive or other equitable relief based on, arising
         out of or relating to any breach or alleged breach of any fiduciary or
         other duty based on any action or inaction which is permitted by the
         provisions of this Article THIRD or which is otherwise taken in
         reliance upon the provisions of this Article THIRD, the Corporation
         shall, to the fullest extent permitted by law, indemnify and hold such
         Persons harmless from and against all Damages arising out of or in
         connection with any such Action. The right to indemnification conferred
         herein shall include the right to be paid by the Corporation the
         expenses (including attorneys', accountants', experts' and other
         professionals' fees, costs and expenses) incurred in defending any such
         Action in advance of its final disposition (an "Advancement of
         Expenses"); provided, however, that if, but only if and then only to
         the extent, the GCL requires, an Advancement of Expenses incurred by an
         indemnitee hereunder shall be made only upon delivery to the
         Corporation of an undertaking (an "Undertaking"), by or on behalf of
         such indemnitee, to repay all amounts so advanced if it shall
         ultimately be determined by final judicial decision from which there is
         no further right to appeal (a "Final Adjudication") that such
         indemnitee is not entitled to be indemnified for such expenses under
         this Article THIRD or otherwise. The rights to indemnification and to
         the Advancement of Expenses conferred herein shall be contract rights
         and, as such, shall inure to the benefit of the indemnitee's
         successors, assigns, heirs, executors and administrators.



                                       9
<PAGE>

                  (ii) If a claim for indemnification under this Article THIRD
         hereof is not paid in full by the Corporation within sixty (60) days
         after a written claim has been received by the Corporation, except in
         the case of a claim for an Advancement of Expenses, in which case the
         applicable period shall be twenty (20) days, the indemnitee may at any
         time thereafter bring suit against the Corporation to recover the
         unpaid amount of the claim. If successful in whole or in part in any
         such suit, or in a suit brought by the Corporation to recover an
         Advancement of Expenses pursuant to the terms of an Undertaking, the
         indemnitee shall be entitled to be paid also the expense of prosecuting
         or defending such suit. In (A) any suit brought by an indemnitee to
         enforce a right to indemnification hereunder (but not in a suit brought
         by an indemnitee to enforce a right to an Advancement of Expenses) it
         shall be a defense that, and (B) any suit brought by the Corporation to
         recover an Advancement of Expenses pursuant to the terms of an
         Undertaking, the Corporation shall be entitled to recover such expenses
         only upon a Final Adjudication that, the indemnitee has not met the
         applicable standard for indemnification, if any, set forth in the GCL.
         Neither the failure of the Corporation (including its Board,
         independent legal counsel or its stockholders) to have made a
         determination prior to the commencement of such suit that
         indemnification of the indemnitee is proper in the circumstances
         because the indemnitee has met the applicable standard of conduct set
         forth herein or in the GCL, nor an actual determination by the
         Corporation (including its directors, or a committee thereof,
         independent legal counsel or its stockholders) that the indemnitee has
         not met such applicable standard of conduct, shall create a presumption
         that the indemnitee has not met the applicable standard of conduct or,
         in the case of such a suit brought by the indemnitee, be a defense to
         such suit. In any suit brought by the indemnitee to enforce a right to
         indemnification or to an Advancement of Expenses hereunder, or brought
         by the Corporation to recover an Advancement of Expenses pursuant to
         the terms of an Undertaking, the burden of proving that the indemnitee
         is not entitled to be indemnified, or to such Advancement of Expenses,
         under this Article THIRD or otherwise, shall be on the Corporation.

                  (iii) The rights to indemnification and to the Advancement of
         Expenses conferred in this Article THIRD shall not be exclusive of any
         other right which any person may have or hereafter acquire by any
         statute, this Certificate of Incorporation, the Corporation's By-laws,
         or any agreement, vote of stockholders or disinterested directors or
         otherwise.

         (f) NOTICE TO HOLDERS. Any person purchasing or otherwise acquiring any
interest in shares of the capital stock of the Corporation, or any other
securities, rights, warrants, options or debt instruments of the Corporation
convertible into or exchangeable for, capital stock of the Corporation shall be
deemed to have notice of and to have consented to the provisions of this Article
THIRD.

         FOURTH: (a) AUTHORIZED CAPITAL STOCK.

                  (i) AUTHORIZED SHARES. The total number of shares of stock
         that the Corporation shall have the authority to issue is 2,250,000,000
         shares, comprised of 1,750,000,000 shares of Common Stock, par value
         $.01 per share, issuable in three classes, as set forth below, and
         500,000,000 shares of Preferred Stock, par value $.01 per share,
         issuable in one or more series as hereinafter provided.

                  (ii) COMMON STOCK. The authorized shares of Common Stock shall
         be comprised of (1) 1,250,000,000 shares of Class A Common Stock (the
         "Class A Common Stock"); (2) 250,000,000 shares of Class B Common Stock
         (the "Class B Common Stock"); and (3) 250,000,000 shares of Class C
         Common Stock (the "Class C Common Stock."). The Class A Common Stock,
         the Class B Common Stock and the Class C Common Stock shall hereinafter
         collectively be called the "Common Stock."



                                       10
<PAGE>

                  (iii) PREFERRED STOCK. Of the 500,000,000 shares of Preferred
         Stock authorized for issuance, (1) 150,000,000 shares shall be
         designated and known as the "Series B Redeemable Convertible Preferred
         Stock" (hereinafter, the "Series B Preferred Stock"), (2) 150,000,000
         shares shall be designated and known as the "Series C Redeemable
         Convertible Preferred Stock" (hereinafter, the "Series C Preferred
         Stock") and (3) 200,000,000 shares shall be reserved for issuance by
         the Board in accordance with the provisions of Clause (c) of this
         Article FOURTH. The Series B Preferred Stock and Series C Preferred
         Stock shall have the rights, privileges and obligations set forth in
         Clause (c) of this Article FOURTH. The rights, privileges and
         obligations of each other series of Preferred Stock shall be as set
         forth in the resolution or resolutions adopted in the manner set forth
         in Clause (c) of this Article FOURTH. The Series B Preferred Stock, the
         Series C Preferred Stock and each other series of Preferred Stock
         created by the Corporation in accordance with the provisions of this
         Certificate of Incorporation shall hereinafter collectively be called
         the "Preferred Stock."

                  (iv) INCREASES AND DECREASES IN SIZE. The number of authorized
         shares of any class or classes or series of capital stock of the
         Corporation may be increased or decreased (but not below the number of
         shares thereof then outstanding) only after receiving each of the
         following votes: (x) the affirmative vote of the holders of at least
         seventy five percent (75%) of the voting power of the stock of the
         Corporation entitled to vote generally in the election of Class A
         Directors ("Voting Stock") irrespective of the provisions of Section
         242(b)(2) of the GCL or any corresponding provision hereinafter enacted
         and without a separate class vote of the holders of such class or
         classes, except as provided in clauses (y) and (z) hereof; (y) if there
         are one or more shares of Class B Securities then outstanding, the
         affirmative vote of the holders of a majority of the Class B Securities
         then outstanding voting together as a single class; and (z) if there
         are one or more shares of Class C Securities then outstanding, the
         affirmative vote of the holders of a majority of the Class C Securities
         then outstanding voting together as a single class.

         (b) TERMS OF COMMON STOCK; VOTING; DIRECTORS.

                  (i)      RIGHTS AND PRIVILEGES; VOTING RIGHTS.

                           (A) The holders of shares of Common Stock shall have
                  the following voting rights:

                                    (1) Each share of Class A Common Stock shall
                           be entitled to one (1) vote per share in person or by
                           proxy on all matters submitted to a vote of the
                           stockholders of the Corporation on which the holders
                           of the Class A Common Stock are entitled to vote.

                                    (2) Each share of High Vote Common Stock
                           shall be entitled to ten (10) votes per share in
                           person or by proxy on all matters submitted to a vote
                           of the stockholders of the Corporation on which the
                           holders of such High Vote Common Stock are entitled
                           to vote.

                                    (3) Except as provided in Clause (c) of
                           Article FOURTH and as may be provided pursuant to
                           resolutions of the Board adopted pursuant to the
                           provisions of this Certificate of Incorporation and
                           the By-laws, establishing any series of Preferred
                           Stock and granting to the holders of such shares of
                           Preferred Stock rights to elect additional directors
                           under specified circumstances, and subject to Article
                           FOURTH, Clause (b)(iii)(C) and (D) and Article FIFTH,



                                       11
<PAGE>

                           Clause (a) below, the Board shall consist of fourteen
                           (14) directors. Subject to Article FOURTH, Clauses
                           (b)(iii)(C) and (D) and Article FIFTH, Clause (a)
                           below: (x) the holders of the Class B Securities,
                           voting separately as a class, shall be entitled to
                           elect five (5) of the fourteen (14) directors of the
                           Board (each a "Class B Director"); (y) the holders of
                           the Class C Securities, voting separately as a class,
                           shall be entitled to elect five (5) of the fourteen
                           (14) directors of the Board (each a "Class C
                           Director"); and (z) the remaining four (4) directors
                           (each a "Class A Director"), shall be elected by the
                           vote of the holders of the Common Stock, voting as
                           one class (or if any holders of shares of Preferred
                           Stock are entitled to vote together with the holders
                           of Common Stock, as a single class with such holders
                           of shares of Preferred Stock).

                                    (4) Except as provided in Clause (c) of
                           Article FOURTH or as otherwise required in this
                           Certificate of Incorporation, the By-laws or by
                           applicable law, the holders of shares of Common Stock
                           shall vote together as one class on all matters
                           submitted to a vote of stockholders of the
                           Corporation generally (or if any holders of shares of
                           Preferred Stock are entitled to vote together with
                           the holders of Common Stock, as a single class with
                           such holders of shares of Preferred Stock).

                           (B)(1) Notwithstanding anything in this Certificate
                  of Incorporation to the contrary, so long as any shares of
                  High Vote Stock are outstanding, except as otherwise required
                  by Section 242(b)(2) of the GCL, only the holder or holders,
                  as the case may be, of the High Vote Stock shall be entitled
                  to vote generally on the matters set forth in clauses (I)
                  through (VII) of this Clause (b)(i)(B)(1), and the vote of
                  holders of a majority of the outstanding Class B Securities
                  and Class C Securities, each voting separately as a class, or
                  if only one of the Class B Securities or Class C Securities is
                  then outstanding, the vote of holders of a majority of such
                  Class B Securities or Class C Securities shall be required to:

                                    (I) Approve any amendment or repeal of
                           Article THIRD of this Certificate of Incorporation or
                           adopt any provision inconsistent therewith;

                                    (II) Approve any amendment or repeal of
                           Article FOURTH of this Certificate of Incorporation
                           or adopt any provision inconsistent therewith;

                                    (III) Approve any amendment or repeal of
                           Article FIFTH of this Certificate of Incorporation or
                           adopt any provision inconsistent therewith;

                                    (IV) Approve any amendment or repeal of
                           Articles III (including Schedule 3.1(b) thereto), IV,
                           X, or XI or Section 5.2 of the By-laws;

                                    (V) Approve any expansion of the business of
                           the Corporation beyond the provision of PC Access
                           Services, AOL-branded TV Access Services, AOL-branded
                           Wireless Access Services and AOL-branded Internet
                           Portal Services in the Territory;

                                    (VI) Approve the creation of any Operating
                           Entity in any country within the Territory; and

                                    (VII) Approve the commencement of any Action
                           (without regard to the amount in controversy) or
                           settlement of any Action to which the Corporation or
                           any Subsidiary is a party or the subject thereof,



                                       12
<PAGE>

                           which Action could materially adversely affect the
                           rights of AOL or ODC or any of their Subsidiaries or
                           Affiliates.

                                    (2) Notwithstanding anything in this
                  Certificate of Incorporation to the contrary, so long as any
                  shares of High Vote Stock are outstanding, the vote of holders
                  of a majority of the outstanding Class B Securities (except to
                  the extent that the holders of a majority of the outstanding
                  Class B Securities have waived such voting right) and Class C
                  Securities (except to the extent that the holders of a
                  majority of the outstanding Class C Securities have waived
                  such voting right), each voting separately as a class, or, if
                  only one of the Class B Securities or Class C Securities is
                  then outstanding, the vote of the holders of a majority of
                  such Class B Securities or Class C Securities, shall be
                  required to approve:

                                    (I) The merger, consolidation, dissolution
                           or liquidation of the Corporation or any Subsidiary,
                           or any transaction having the same effect;

                                    (II) Except pursuant to (1) employee stock
                           option and similar incentive plans approved by the
                           Board and the holders of a majority of each class of
                           High Vote Stock or (2) a conversion or exchange right
                           set forth in this Certificate of Incorporation or
                           similar constitutive documents of any Subsidiary, or
                           in the Stockholders' Agreement, the issuance,
                           authorization, cancellation, alteration,
                           modification, redemption or any change in, of, or to,
                           any Common Stock, Preferred Stock or other equity
                           security of the Corporation or any Subsidiary, or any
                           option, put, call or warrant with respect to the
                           foregoing;

                                    (III) The transfer or other disposition of,
                           or placing any Encumbrance (other than Permitted
                           Encumbrances) on, any material asset of the
                           Corporation or any Subsidiary (other than disposition
                           of inventory or obsolete assets of the Corporation or
                           any Subsidiary);

                                    (IV) Any transaction involving (i) the
                           Corporation or any Subsidiary as a result of which
                           the Corporation or any Subsidiary, alone or with its
                           Affiliates, acquires control over any other Person;
                           or (ii) any related series or combination of
                           transactions having or which will have, directly or
                           indirectly, the same effect as any of the foregoing;

                                    (V) The establishment of any entity (or the
                           creation of any entity owned jointly with any other
                           party) by the Corporation or any Subsidiary and the
                           adoption of, and any material changes to, any
                           Subsidiary's method of doing business;

                                    (VI) The adoption of any Business Plan for
                           an Operating Entity and the approval of any
                           modification of any line item or other provision in
                           any Business Plan in respect of any Operating Entity.

                                    (VII) The adoption of any strategic plan and
                           business projections for the Corporation or any
                           Subsidiary and approval, rescission or amendment of
                           any strategic decision material to the conduct of the
                           business of the Corporation or any Subsidiary;



                                       13
<PAGE>

                                    (VIII) The establishment of, or making any
                           significant modification to, the investment and/or
                           cash management policies of the Corporation or any
                           Subsidiary;

                                    (IX) The approval of the discontinuation of
                           any material activity engaged in from time to time by
                           the Corporation or any Subsidiary;

                                    (X) The approval of the entering into of any
                           partnership, joint venture or consortium with any
                           other Person by the Corporation or any Subsidiary;

                                    (XI) The entry into agreements by the
                           Corporation or any Subsidiary outside of the ordinary
                           course of business; and

                                    (XII) The approval of the filing for
                           bankruptcy of or any decision not to take action to
                           prevent a filing for bankruptcy or not to oppose an
                           involuntary filing for bankruptcy or other winding up
                           of the Corporation or any Subsidiary.

                  (ii)     DIVIDENDS AND DISTRIBUTIONS.

                           (A) Subject to the preferences applicable to the
                  Preferred Stock outstanding at any time, if any, the holders
                  of shares of Common Stock shall be entitled to receive such
                  dividends and other distributions in cash, property or shares
                  of stock of the Corporation as may be declared thereon by the
                  Board from time to time out of assets or funds of the
                  Corporation legally available therefor; provided, that,
                  subject to the provisions of this Section, the Corporation
                  shall not pay dividends or make distributions to any holders
                  of any class of Common Stock unless simultaneously with such
                  dividend or distribution, as the case may be, the Corporation
                  makes the same dividend or distribution with respect to each
                  outstanding share of Common Stock regardless of class.

                           (B) In the case of dividends or other distributions
                  payable in Class A Common Stock, Class B Common Stock or Class
                  C Common Stock, including distributions pursuant to stock
                  splits or divisions of Class A Common Stock, Class B Common
                  Stock or Class C Common Stock which occur after the first date
                  upon which the Corporation has issued shares of any of Class A
                  Common Stock, Class B Common Stock or Class C Common Stock,
                  only shares of Class A Common Stock shall be distributed with
                  respect to Class A Common Stock, only shares of Class B Common
                  Stock shall be distributed with respect to Class B Common
                  Stock, and only shares of Class C Common Stock shall be
                  distributed with respect to Class C Common Stock. In the case
                  of any such dividend or distribution payable in shares of
                  Class A Common Stock, Class B Common Stock or Class C Common
                  Stock, the number of shares of each class of Common Stock
                  payable per share of each such class of Common Stock shall be
                  equal in number.

                           (C) In the case of dividends or other distributions
                  consisting of other voting securities of the Corporation or of
                  voting securities of any Person that is a Wholly Owned
                  Affiliate of the Corporation, the Corporation shall declare
                  and pay such dividends in three separate classes of such
                  voting securities, identical in all respects, except that: (1)
                  the voting rights of each such security paid to the holders of


                                       14
<PAGE>

                  Class B Common Stock and Class C Common Stock, when compared
                  to the voting rights of each such security paid to the holders
                  of Class A Common Stock, shall have voting rights determined
                  pursuant to the same formula as provided in Clause (b)(i)(A)
                  of Article FOURTH above; (2) such security paid to the holders
                  of Class B Common Stock shall convert into the security paid
                  to the holders of Class A Common Stock upon the same terms and
                  conditions then applicable to the conversion of Class B Common
                  Stock into Class A Common Stock and shall have the same
                  restrictions on transfer and ownership applicable to the
                  transfer and ownership of Class B Common Stock; and (3) such
                  security paid to the holders of Class C Common Stock shall
                  convert into the security paid to the holders of Class A
                  Common Stock upon the same terms and conditions then
                  applicable to the conversion of Class C Common Stock into
                  Class A Common Stock and shall have the same restrictions on
                  transfer and ownership applicable to the transfer and
                  ownership of Class C Common Stock. In the case of any such
                  dividend or distribution payable in other voting securities of
                  the Corporation or any Wholly Owned Affiliate of the
                  Corporation, the number of shares or other interest of such
                  voting securities payable per share of each such class of
                  Common Stock shall be equal in number.

                           (D) In the case of dividends or other distributions
                  consisting of securities convertible into, or exchangeable
                  for, voting securities of the Corporation or voting securities
                  of any Person that is a Wholly Owned Affiliate of the
                  Corporation, the Corporation shall provide that such
                  convertible or exchangeable securities and the underlying
                  securities be identical in all respects (including, without
                  limitation, the conversion or exchange rate), except that: (1)
                  the voting rights of each security underlying the convertible
                  or exchangeable security paid to the holders of Class B Common
                  Stock and Class C Common Stock, when compared to the voting
                  rights of each security underlying the convertible or
                  exchangeable security paid to the holders of the Class A
                  Common Stock, be determined pursuant to the same formula as
                  provided in Clause (b)(i)(A) of Article FOURTH above; (2) such
                  underlying securities paid to the holders of the Class B
                  Common Stock shall convert into the underlying securities paid
                  to the holders of Class A Common Stock upon the same terms and
                  conditions then applicable to the conversion of Class B Common
                  Stock into Class A Common Stock and shall have the same
                  restrictions on transfer and ownership applicable to the
                  transfer and ownership of the Class B Common Stock; and (3)
                  such underlying securities paid to the holders of the Class C
                  Common Stock shall convert into the underlying securities paid
                  to the holders of Class A Common Stock upon the same terms and
                  conditions then applicable to the conversion of Class C Common
                  Stock into Class A Common Stock and shall have the same
                  restrictions on transfer and ownership applicable to the
                  transfer and ownership of the Class C Common Stock. In the
                  case of any such dividend or distribution payable in other
                  voting securities of the Corporation or any Wholly Owned
                  Affiliate of the Corporation, the number of shares or other
                  interest of such voting securities payable per share of each
                  such class of Common Stock shall be equal in number.

                  (iii)    CONVERSION OF HIGH VOTE COMMON STOCK.

                           (A) OPTIONAL CONVERSION BY THE HOLDER. Each holder of
                  High Vote Common Stock shall be entitled to convert, at any
                  time and from time to time, any or all of the shares of such
                  holder's High Vote Common Stock on a one-for-one basis, into
                  the same number of fully paid and non-assessable shares of
                  Class A Common Stock. Such right shall be exercised by the
                  surrender to the Corporation of the certificate or
                  certificates representing the shares of High Vote Common Stock
                  to be converted at any time during normal business hours at
                  the principal executive offices of the Corporation or at the
                  office of the Corporation's transfer agent (the "Transfer
                  Agent"), accompanied by a written notice of the holder of such
                  shares stating that such holder desires to convert such



                                       15
<PAGE>

                  shares, or a stated number of the shares represented by such
                  certificate or certificates, into an equal number of shares of
                  Class A Common Stock, and (if so required by the Corporation
                  or the Transfer Agent) by instruments of transfer, in form
                  satisfactory to the Corporation and to the Transfer Agent,
                  duly executed by such holder or such holder's duly authorized
                  attorney, and transfer tax stamps or funds therefor, if
                  required pursuant to Article FOURTH, Clause (b)(iii)(H) below.

                           (B)      AUTOMATIC CONVERSION UPON TRANSFER.

                                    (1) Each share of High Vote Common Stock
                           transferred, directly or indirectly, by one or more
                           Parent Entities (or any Permitted Transferee) to one
                           or more Persons other than a Permitted Transferee
                           shall automatically convert into one (1) fully paid
                           and non-assessable share of Class A Common Stock upon
                           such disposition, provided that no such conversion
                           shall occur solely as a result of the pledge,
                           hypothecation or other similar financing transaction
                           of any High Vote Common Stock by a Parent Entity so
                           long as the transferring Parent Entity continues to
                           have the sole and exclusive authority and right to
                           vote the shares subject to such pledge, hypothecation
                           or other financing transaction. Notwithstanding the
                           foregoing, any share of High Vote Common Stock
                           transferred by a Parent Entity (or any Permitted
                           Transferee) pursuant to the provisions of the
                           preceding sentence shall, if such transfer is to any
                           Person other than a Parent Entity or a Wholly Owned
                           Affiliate of a Parent Entity, automatically convert
                           into one (1) fully paid and non-assessable share of
                           Class A Common Stock (A) upon such transfer, unless
                           the applicable Parent Entity obtains from such
                           transferee a voting agreement and voting proxy, each
                           in form and substance satisfactory to the Corporation
                           and the other Parent Entity (if such other Parent
                           Entity then holds any High Vote Stock), pursuant to
                           which the transferee agrees to grant to the
                           appropriate Parent Entity the right to vote all
                           shares of High Vote Common Stock transferred to such
                           Person, such vote to be at the sole discretion of the
                           appropriate Parent Entity, (B) upon the termination
                           of, or the occurrence of any event invalidating or
                           modifying in any material respect the voting
                           provisions contained in, any voting agreement or
                           voting proxy entered into pursuant to the provisions
                           of the preceding Clause (A), and (C) solely with
                           respect to a transfer to an Employee of a Parent
                           Entity and/or one or more Cisneros Family members, if
                           (i) such transfer (1) with respect to transfers by
                           AOL and its Permitted Transferees, either
                           individually or when aggregated with all prior
                           transfers of High Vote Stock to Employees of AOL,
                           exceeds 20,371,667 shares (as such number shall be
                           equitably adjusted for any stock split, stock
                           dividend, reverse stock split, reclassification or
                           similar transaction, and assuming for purposes of
                           such calculation that (x) all shares of High Vote
                           Preferred Stock so transferred are converted into
                           High Vote Common Stock at the applicable Conversion
                           Ratio) and (2) with respect to transfers by ODC and
                           its Permitted Transferees, either individually or
                           when aggregated with all prior transfers High Vote
                           Stock to Employees of ODC and Cisneros Family
                           members, exceeds 19,972,382 shares (as such number
                           shall be equitably adjusted for any stock split,
                           stock dividend, reverse stock split, reclassification
                           or similar transaction, and assuming for purposes of
                           such calculation that (y) all shares of High Vote
                           Preferred Stock so transferred are converted into
                           High Vote Common Stock at the applicable Conversion
                           Ratio) or (ii) such person ceases to be an Employee
                           of the transferring Parent Entity. For purposes of
                           the foregoing, AOL shall be the appropriate Parent
                           Entity with respect to any transfers of Class B
                           Common Stock and ODC shall be the appropriate Parent
                           Entity with respect to any transfers of Class C
                           Common Stock. A copy of every voting agreement and
                           voting proxy entered into in accordance with the
                           provisions hereof, and all amendments thereto or
                           modifications thereof, must be filed with the
                           Corporation promptly after its execution.
                           Notwithstanding the foregoing, (z) if any Permitted


                                       16
<PAGE>

                           Transferee ceases to qualify as a Permitted
                           Transferee at anytime following the transfer of the
                           High Vote Common Stock, then each share of the High
                           Vote Common Stock transferred to such Permitted
                           Transferee shall automatically convert, at the time
                           that the transferee ceases to so qualify, into one
                           (1) fully paid and non-assessable share of Class A
                           Common Stock; and (aa) no transfer of High Vote
                           Common Stock may be made, and any such transfer shall
                           not be deemed to be valid by the Corporation, if such
                           transfer would, when combined with all other
                           transfers of such High Vote Common Stock previously
                           consummated, require the Corporation to register the
                           Class B Common Stock and/or Class C Common Stock
                           under the Securities Exchange Act of 1934, as
                           amended. Determinations as to the occurrence of
                           events listed in this Clause (b)(iii)(B) of Article
                           FOURTH shall be made by a majority of the Board of
                           Directors, subject to the provisions of Clause (c) of
                           Article FIFTH regarding the approval of actions with
                           stockholders.

                                    (2) In addition, if any Person other than a
                           Permitted Transferee otherwise acquires any direct or
                           indirect ownership interest in a share of High Vote
                           Common Stock, such share of High Vote Common Stock
                           automatically shall convert into one (1) fully paid
                           and non-assessable share of Class A Common Stock upon
                           such Person acquiring such ownership interest,
                           provided that no such conversion shall occur solely
                           as a result of the pledge, hypothecation or other
                           similar financing transaction of any Class B Common
                           Stock or Class C Common Stock by a Parent Entity or
                           any Permitted Transferee so long as the appropriate
                           Parent Entity continues to have the sole and
                           exclusive authority and right to vote the shares
                           subject to such pledge, hypothecation or other
                           financing transaction. For purposes of the foregoing,
                           AOL shall be the appropriate Parent Entity with
                           respect to any pledges, hypothecations or other
                           similar financing transactions with respect to any
                           Class B Common Stock and ODC shall be the appropriate
                           Parent Entity with respect to any pledges,
                           hypothecations or other similar financing
                           transactions with respect to any Class C Common
                           Stock.

                           (C) If at any time AOL, its Wholly Owned Affiliates
                  and its Employees own less than 50,929,167 shares of Class B
                  Common Stock in the aggregate (including shares of Class B
                  Common Stock issuable upon conversion of then outstanding
                  shares of Series B Preferred Stock, in each case as adjusted
                  to negate any reduction in the number of shares of Class B
                  Common Stock and/or Series B Preferred Stock owned by AOL
                  resulting from the admission of a Strategic Partner approved
                  by the Special Committee pursuant to Article FIFTH, Clause (d)
                  and equitably adjusted for any stock split, stock dividend,
                  reverse stock split, reclassification or similar transaction)
                  (a "Class B Triggering Event"), then each share of Class B
                  Common Stock then issued and outstanding, including shares
                  issuable upon the conversion of Series B Preferred Stock in
                  connection with the occurrence of the Class B Triggering
                  Event, shall thereupon be converted automatically as of such
                  date into one (1) fully paid and non-assessable share of Class
                  A Common Stock. Upon the determination by the Corporation that
                  such automatic conversion has occurred, notice of such
                  automatic conversion shall be given by the Corporation as soon
                  as practicable thereafter by means of a press release and
                  written notice to all holders of Class B Common Stock, and the
                  Secretary of the Corporation shall be instructed to, and shall


                                       17
<PAGE>

                  promptly, request from each holder of Class B Common Stock
                  that each such holder promptly deliver, and each such holder
                  shall promptly deliver, the certificate representing each such
                  share of Class B Common Stock to the Corporation for exchange
                  hereunder, together with instruments of transfer, in form
                  satisfactory to the Corporation and the Transfer Agent, duly
                  executed by such holder or such holder's duly authorized
                  attorney, and together with transfer tax stamps or funds
                  therefor, if required pursuant to Article FOURTH, Clause
                  (b)(iii)(H) below. Effective upon a Class B Triggering Event,
                  the term of any then serving Class B Directors shall
                  terminate, and the size of the Board and any committee of the
                  Board on which any such director serves shall be decreased by
                  the number of Class B Directors then serving thereon.

                           (D) If at any time ODC, its Wholly Owned Affiliates,
                  members of the Cisneros Family and ODC Employees own less than
                  49,930,955 shares of Class C Common Stock in the aggregate
                  (including shares of Class C Common Stock issuable upon
                  conversion of then outstanding shares of Series C Preferred
                  Stock, in each case as adjusted to negate any reduction in the
                  number of shares of Class C Common Stock and/or Series C
                  Preferred Stock owned by ODC resulting from the admission of a
                  Strategic Partner approved by the Special Committee pursuant
                  to Article FIFTH, Clause (d) and equitably adjusted for any
                  stock split, stock dividend, reverse stock split,
                  reclassification or similar transaction) (a "Class C
                  Triggering Event"), then each share of Class C Common Stock
                  then issued and outstanding, including shares issuable upon
                  the conversion of Series C Preferred Stock in connection with
                  the occurrence of the Class C Triggering Event, shall
                  thereupon be converted automatically as of such date into one
                  (1) fully paid and non-assessable share of Class A Common
                  Stock. Upon the determination by the Corporation that such
                  automatic conversion has occurred, notice of such automatic
                  conversion shall be given by the Corporation as soon as
                  practicable thereafter by means of a press release and written
                  notice to all holders of Class C Common Stock, and the
                  Secretary of the Corporation shall be instructed to, and shall
                  promptly, request from each holder of Class C Common Stock
                  that each such holder promptly deliver, and each such holder
                  shall promptly deliver, the certificate representing each such
                  share of Class C Common Stock to the Corporation for exchange
                  hereunder, together with instruments of transfer, in form
                  satisfactory to the Corporation and the Transfer Agent, duly
                  executed by such holder or such holder's duly authorized
                  attorney, and together with transfer tax stamps or funds
                  therefor, if required pursuant to Article FOURTH, Clause
                  (b)(iii)(H) below. Effective upon a Class C Triggering Event,
                  the term of any then serving Class C Directors shall
                  terminate, and the size of the Board and any committee of the
                  Board on which any such director serves shall be decreased by
                  the number of Class C Directors then serving thereon.

                           (E) As promptly as practicable following the
                  surrender for conversion of a certificate representing shares
                  of High Vote Common Stock in the manner provided in Article
                  FOURTH, Clauses (b)(iii)(A), (B), (C) or (D) above, and the
                  payment in cash of any amount required by the provisions of
                  Article FOURTH, Clause (b)(iii)(H) below, the Corporation will
                  deliver or cause to be delivered at the office of the Transfer
                  Agent, a certificate or certificates representing the number
                  of full shares of Class A Common Stock issuable upon such
                  conversion, issued in such name or names as such holder may
                  direct. Such conversion shall be deemed to have been effected
                  immediately prior to the close of business on the date on
                  which the event causing the conversion occurs. Upon the date
                  any such conversion is deemed made or effected, all rights of
                  the holder of such shares of High Vote Common Stock as such
                  holder shall cease, and the person or persons in whose name or
                  names the certificate or certificates representing the shares
                  of Class A Common Stock are to be issued shall be treated for



                                       18
<PAGE>

                  all purposes as having become the record holder or holders of
                  such shares of Class A Common Stock; provided, however, that
                  if any such surrender and payment occurs on any date when the
                  stock transfer books of the Corporation shall be closed, the
                  person or persons in whose name or names the certificate or
                  certificates representing shares of Class A Common Stock are
                  to be issued shall be deemed the record holder or holders
                  thereof for all purposes immediately prior to the close of
                  business on the next succeeding day on which the stock
                  transfer books are open.

                           (F) Upon any reclassification or other similar
                  transaction that results in the shares of Class A Common Stock
                  being converted into or exchanged for another security,
                  holders of High Vote Common Stock shall be entitled to receive
                  upon conversion or exchange of such High Vote Common Stock the
                  amount of such security that such holder would have received
                  if such conversion or exchange had occurred immediately prior
                  to the record date of such reclassification or other similar
                  transaction. No adjustments in respect of dividends shall be
                  made upon the conversion or exchange of any share of High Vote
                  Common Stock; provided, however, that if a share of High Vote
                  Common Stock shall be converted or exchanged subsequent to the
                  record date for the payment of a dividend or other
                  distribution on shares of High Vote Common Stock but prior to
                  such payment, then the registered holder of such share at the
                  close of business on such record date shall be entitled to
                  receive the dividend or other distribution payable on such
                  share on such date notwithstanding the conversion or exchange
                  thereof or the default in payment of the dividend or
                  distribution due on such date.

                           (G) The Corporation covenants that it shall at all
                  times reserve and keep available out of its authorized but
                  unissued shares of Class A Common Stock solely for the purpose
                  of issuance upon conversion of the outstanding shares of High
                  Vote Stock, such number of shares of Class A Common Stock that
                  shall be issuable upon the conversion of all such outstanding
                  shares of High Vote Stock; provided that nothing contained
                  herein shall be construed to preclude the Corporation from
                  satisfying its obligations in respect of the conversion of the
                  outstanding shares of High Vote Stock by delivery of purchased
                  shares of Class A Common Stock which are held in the treasury
                  of the Corporation. The Corporation covenants that if any
                  shares of Class A Common Stock require registration with or
                  approval of any Governmental Authority under any federal or
                  state law before such shares of Class A Common Stock may be
                  issued upon conversion of any High Vote Stock, the Corporation
                  shall cause such shares to be duly registered or approved, as
                  the case may be. The Corporation shall use its best efforts to
                  list or otherwise qualify for trading the shares of Class A
                  Common Stock required to be delivered upon conversion or
                  exchange prior to such delivery upon each national securities
                  exchange, automated quotation system or other market upon
                  which the outstanding Class A Common Stock is listed or
                  qualified for trading at the time of such delivery. The
                  Corporation covenants that all shares of Class A Common Stock
                  that shall be issued upon conversion of the shares of High
                  Vote Stock will, upon issue, be validly issued, fully paid and
                  non-assessable.

                           (H) The issuance of certificates for shares of Class
                  A Common Stock upon conversion of shares of High Vote Common
                  Stock shall be made without charge to the holders of such
                  shares for any stamp or other similar tax in respect of such
                  issuance; provided, however, that if any such certificate is
                  to be issued in a name other than that of the holder of the
                  share or shares of High Vote Common Stock being converted,
                  then the Person or Persons requesting the issuance thereof
                  shall pay to the Corporation the amount of any tax that may be
                  payable in respect of any transfer involved in such issuance
                  or shall establish to the satisfaction of the Corporation that
                  such tax has been paid or is not payable.



                                       19
<PAGE>

                           (I) Shares of High Vote Common Stock that are
                  converted into shares of Class A Common Stock as provided
                  herein shall continue to be authorized shares of Class B
                  Common Stock or Class C Common Stock, as the case may be, and
                  available for reissue by the Corporation; provided, however,
                  that no shares of High Vote Common Stock shall be reissued
                  except as expressly permitted by Article FOURTH, Clause
                  (b)(ii) above or Article FOURTH, Clause (b)(iv) below.

                  (iv) STOCK SPLITS. The Corporation shall not in any manner
         subdivide (by any stock split, stock dividend, reclassification,
         recapitalization or otherwise) or combine (by reverse stock split,
         reclassification, recapitalization or otherwise) the outstanding shares
         of one class of Common Stock unless the outstanding shares of all
         classes of Common Stock shall be proportionately subdivided or
         combined.

                  (v) LIQUIDATION RIGHTS. Upon any dissolution, liquidation or
         winding-up of the affairs of the Corporation, whether voluntary or
         involuntary, after payment or provision for payment of the debts and
         other liabilities of the Corporation and after making provision for the
         holders of the High Vote Preferred Stock and each additional series of
         Preferred Stock, if any then outstanding, the remaining assets and
         funds of the Corporation, if any, shall be divided among and paid to
         the respective holders of the Common Stock and High Vote Preferred
         Stock and to the holders of any other stock ranking on a parity with
         the Common Stock, ratably in proportion to the number of shares of
         Common Stock they then hold assuming, for purposes of such calculation,
         that all outstanding shares of High Vote Preferred Stock are converted
         into shares of High Vote Common Stock at the then applicable Conversion
         Ratio as of the date immediately preceding such distribution.

                  (vi) NO PREEMPTIVE RIGHTS. The holders of shares of Common
         Stock are not entitled to any preemptive right to subscribe for,
         purchase or receive any part of any new or additional issue of stock of
         any class, whether now or hereafter authorized, or of bonds, debentures
         or other securities convertible into or exchangeable for stock.

         (c) PREFERRED STOCK. Subject to the voting and approval procedures set
forth in Article FOURTH, clause (b) and Article FIFTH, Clause (d) of this
Certificate of Incorporation and in Article III of the By-laws, the Board is
hereby expressly granted authority to authorize in accordance with law from time
to time the issue of one or more series of Preferred Stock in addition to the
Series B Preferred Stock and Series C Preferred Stock, and with respect to any
such series to fix by resolution or resolutions the numbers of shares, powers,
designations, preferences and relative, participating, optional or other special
rights of such series and the qualifications, limitations or restrictions
thereof and to establish the price and consideration to be received therefor, as
well as all other matters applicable thereto as may be fixed or established
pursuant to any such resolution in accordance with the provisions of the GCL.

                  The preferences, privileges and restrictions granted to or
imposed upon the Series B Preferred Stock and Series C Preferred Stock, or the
holders thereof, are as follows:

                  (i)      DESIGNATION AND AMOUNT.

                           (A) SERIES B PREFERRED STOCK. The number of shares
                  constituting the Series B Preferred Stock shall be 150,000,000
                  (One Hundred Fifty Million). Such number of shares may be
                  increased or decreased in accordance with the other provisions
                  of this Article FOURTH, provided, however, that no decrease
                  shall reduce the number of shares of Series B Preferred Stock


                                       20
<PAGE>

                  to a number less than the number of shares then outstanding
                  plus the number of shares reserved for issuance upon the
                  exercise of outstanding options, rights or warrants or upon
                  the conversion of any outstanding securities issued by the
                  Corporation and convertible into or exchangeable for Series B
                  Preferred Stock.

                           (B) SERIES C PREFERRED STOCK. The number of shares
                  constituting the Series C Preferred Stock shall be 150,000,000
                  (One Hundred Fifty Million). Such number of shares may be
                  increased or decreased in accordance with the other provisions
                  of this Article FOURTH, provided, however, that no decrease
                  shall reduce the number of shares of Series C Preferred Stock
                  to a number less than the number of shares then outstanding
                  plus the number of shares reserved for issuance upon the
                  exercise of outstanding options, rights or warrants or upon
                  the conversion of any outstanding securities issued by the
                  Corporation and convertible into or exchangeable for Series C
                  Preferred Stock.

                  (ii)     DIVIDENDS AND DISTRIBUTIONS.

                           (A) PREFERRED STOCK DIVIDENDS. Subject to the GCL and
                  the provisions of this Certificate of Incorporation, the
                  holders of shares of High Vote Preferred Stock, in preference
                  to the holders of shares of Common Stock and of any other
                  capital stock of the Corporation ranking junior to the High
                  Vote Preferred Stock as to payment of dividends, shall be
                  entitled to receive, when and as declared by the Board, out of
                  funds legally available therefor, cumulative dividends at the
                  annual per share rate of three percent (3%) of the per share
                  Liquidation Preference. Dividends on each share of High Vote
                  Preferred Stock shall accrue daily from the date of issuance
                  of such share of High Vote Preferred Stock; provided, that if
                  any shares of any series of High Vote Preferred Stock have
                  been or are issued upon conversion of any other share of
                  capital stock of the Corporation, and any dividends are then
                  accrued on such converted shares, there shall be deemed
                  accrued on each share of such series of High Vote Preferred
                  Stock an additional amount equal to the aggregate of such
                  accrued dividends on such other shares of capital stock
                  divided by the total number of shares of such series of High
                  Vote Preferred Stock outstanding immediately following such
                  conversion. All such dividends shall be payable annually in
                  arrears; provided, that each such dividend shall not be
                  payable in cash, and instead shall be payable solely in
                  additional shares of the Corporation's Series B Preferred
                  Stock and Series C Preferred Stock, as applicable, with the
                  value of such additional shares equal, for such purposes, to
                  the Fair Market Value, on the date of such dividends, of a
                  share of Class A Common Stock which is ultimately issuable
                  upon conversion of the High Vote Common Stock issuable upon
                  conversion of the High Vote Preferred Stock. The amount of
                  dividends payable for the initial dividend period and any
                  period shorter than a full quarterly period during which
                  shares are outstanding shall be computed on the basis of a
                  360-day year of twelve 30-day months and the actual number of
                  days elapsed in the period in which payable. No fractional
                  shares of High Vote Preferred Stock shall be issued in respect
                  of any such dividend, and the number of shares issuable to any
                  holder who otherwise would be issued a fractional share shall
                  be rounded down to the nearest whole number of shares and the
                  Corporation shall make a cash payment to such Holder in an
                  amount equal to such fraction multiplied by the Fair Market
                  Value of one share of Class A Common Stock multiplied by the
                  then applicable Conversion Ratio.

                           (B) DIVIDEND RESTRICTIONS. Unless all accrued
                  dividends on the High Vote Preferred Stock pursuant to this
                  Clause (c)(ii) of Article FOURTH shall have been paid or
                  declared, no dividend shall be paid or declared, and no
                  distribution shall be made on any Common Stock or any class or
                  series of capital stock ranking junior to the High Vote
                  Preferred Stock. If dividends are declared with respect to the
                  Common Stock or any class or series of capital stock ranking
                  junior to the High Vote Preferred Stock and the foregoing



                                       21
<PAGE>

                  condition is satisfied, then holders of High Vote Preferred
                  Stock shall be entitled to receive a dividend equivalent to
                  that which would have been payable had the High Vote Preferred
                  Stock been converted into shares of Common Stock immediately
                  prior to the record date for payment of the dividends on the
                  Common Stock and no such dividend on Common Stock shall be
                  paid unless and until such dividend also shall have been paid
                  on the High Vote Preferred Stock. No dividends or other
                  distributions shall be authorized, declared, paid or set apart
                  for payment on any class or series of the Corporation's stock
                  heretofore or hereafter issued ranking, as to dividends, on a
                  parity with or junior to the High Vote Preferred Stock for any
                  period unless full cumulative dividends have been, or
                  contemporaneously are, authorized, declared or paid on the
                  High Vote Preferred Stock. The restrictions contained in this
                  Clause (c)(ii)(B) shall not apply to any dividend or
                  distribution in respect of which an adjustment has been, or
                  simultaneously is being, made pursuant to the provisions of
                  Clause (c)(v)(D) of this Article FOURTH.

                  (iii)    LIQUIDATION, DISSOLUTION OR WINDING-UP.

                           (A) PREFERRED PREFERENCE. In the event of any
                  voluntary or involuntary liquidation, dissolution or
                  winding-up of the Corporation, after payment of all amounts
                  owing to holders of capital stock ranking senior to the High
                  Vote Preferred Stock, the holders of shares of High Vote
                  Preferred Stock then outstanding shall be entitled to be paid
                  out of the assets of the Corporation available for
                  distribution to its stockholders, before any payment shall be
                  made to the holders of the Common Stock or any class or series
                  of capital stock ranking junior to the High Vote Preferred
                  Stock by reason of their ownership thereof, an amount of
                  $2.7268 per share of Series B Preferred Stock and $2.7272 per
                  share of Series C Preferred Stock (collectively, the
                  "Liquidation Preference"), in each case plus an amount equal
                  to all accrued but unpaid dividends, if any, to the date of
                  winding up, whether or not declared ("Accrued Dividends"), on
                  the High Vote Preferred Stock. If upon such liquidation,
                  distribution or winding-up of the Corporation, whether
                  voluntary or involuntary, the assets available to be
                  distributed to the holders of High Vote Preferred Stock are
                  insufficient to permit payment in full of the Liquidation
                  Preference together with Accrued Dividends on the High Vote
                  Preferred Stock to such holders, then such assets shall be
                  distributed first, ratably among the holders of the Series B
                  Preferred Stock until such time as they shall have received
                  $0.5718 per share, and thereafter ratably among all of the
                  holders of High Vote Preferred Stock in the ratio of $2.1550
                  plus full Accrued Dividends on the Series B Preferred Stock
                  per share of Series B Preferred Stock and $2.7272 plus full
                  Accrued Dividends on the Series C Preferred Stock per share of
                  Series C Preferred Stock.

                           (B) REMAINING LIQUIDATING DISTRIBUTION. After payment
                  or provision for payment of all debts and liabilities of the
                  Corporation has been made and after payment in full of the
                  liquidation preferences due and owing (i) to the holders of
                  capital stock of the Corporation ranking senior to the High
                  Vote Preferred Stock, if any, (ii) pursuant to Clause
                  (c)(iii)(A) of Article FOURTH above, (iii) to the respective
                  holders of any capital stock ranking on parity with the High
                  Vote Preferred Stock, and (iv) to the respective holders of
                  any capital stock ranking junior to the High Vote Preferred
                  Stock (and any such parity stock) but senior to the Common
                  Stock, or the Corporation shall have set aside funds
                  sufficient for such payments in trust for the account of such
                  holders so as to be available for such payment, all remaining
                  assets available for distribution, if any, shall be
                  distributed to the holders of the Common Stock and High Vote
                  Preferred Stock and to the holders of any other stock ranking


                                       22
<PAGE>

                  on a parity with the Common Stock, each ratably in proportion
                  to the number of shares of Common Stock or such other parity
                  stock they then hold, assuming, for purposes of such
                  calculation, that all outstanding shares of High Vote
                  Preferred Stock are converted into shares of High Vote Common
                  Stock at the then applicable Conversion Ratio as of the date
                  immediately preceding such distribution.

                           (iv) VOTING RIGHTS. Each holder of shares of High
                  Vote Preferred Stock shall be entitled to notice of every
                  stockholders' meeting and to vote on any and all matters on
                  which the Common Stock and/or High Vote Common Stock may be
                  voted. Each share of High Vote Preferred Stock shall be
                  entitled at any such meeting (or in connection with any
                  consent to be executed in lieu of any such meeting) to the
                  number of votes per share determined as if such share of High
                  Vote Preferred Stock had been converted into shares of the
                  class of High Vote Common Stock into which such High Vote
                  Preferred Stock is then convertible at the then applicable
                  Conversion Ratio. Unless otherwise provided in this
                  Certificate of Incorporation or required by law, each holder
                  of each series of High Vote Preferred Stock shall:

                           (A) vote together with the holders of the class of
                  High Vote Common Stock into which such High Vote Preferred
                  Stock is then convertible, if any shares of such class of High
                  Vote Common Stock are then outstanding, as a single class on
                  all matters submitted to a vote of the holders of such class
                  of High Vote Common Stock, including, without limitation the
                  election of directors and with respect to the matters set
                  forth in Clause (b)(i)(B) of this Article FOURTH,

                           (B) vote as a separate class on all matters that
                  would be submitted to a vote of the holders of the class of
                  High Vote Common Stock into which such High Vote Preferred
                  Stock is then convertible, if no shares of such class of High
                  Vote Common Stock are then outstanding, and

                           (C) vote together with the holders of Common Stock as
                  a single class on all matters submitted to a vote of the
                  holders of Common Stock generally.

                  (v) CONVERSION. The holders of High Vote Preferred Stock shall
         have conversion rights as follows:

                           (A) RIGHT OF HOLDER TO CONVERT; AUTOMATIC CONVERSION.

                                    (1) SERIES B PREFERRED STOCK. Each issued
                           and outstanding share of Series B Preferred Stock
                           shall initially be convertible, at the option of the
                           holder thereof, at any time and without the payment
                           of any additional consideration therefor, into one
                           (1) fully paid and nonassessable share of Class B
                           Common Stock (the "Series B Conversion Ratio"). The
                           initial Series B Conversion Ratio shall be subject to
                           adjustment (in order to adjust the number of shares
                           of Class B Common Stock into which the Series B
                           Preferred Stock is convertible) as herein provided.
                           In addition, each issued and outstanding share of
                           Series B Preferred Stock automatically shall be
                           converted into shares of Class B Common Stock at the
                           then applicable Series B Conversion Ratio upon the
                           occurrence of a Class B Triggering Event.

                                    (2) SERIES C PREFERRED STOCK. Each issued
                           and outstanding share of Series C Preferred Stock
                           shall initially be convertible, at the option of the
                           holder thereof, at any time and without the payment
                           of any additional consideration therefor, into one
                           (1) fully paid and nonassessable share of Class C
                           Common Stock (the "Series C Conversion Ratio"). The
                           initial Series C Conversion Ratio shall be subject to
                           adjustment (in order to adjust the number of shares
                           of Class C Common Stock into which the Series C



                                       23
<PAGE>

                           Preferred Stock is convertible) as herein provided.
                           In addition, each issued and outstanding share of
                           Series C Preferred Stock automatically shall be
                           converted into shares of Class C Common Stock at the
                           then applicable Series C Conversion Ratio upon the
                           occurrence of a Class C Triggering Event.

                                    (3) AUTOMATIC CONVERSION UPON TRANSFER. Each
                           share of High Vote Preferred Stock transferred,
                           directly or indirectly, by one or more Parent
                           Entities (or any Permitted Transferee) to one or more
                           Persons other than a Permitted Transferee shall
                           automatically upon such transfer convert into that
                           number of fully paid and non-assessable shares of the
                           High Vote Common Stock into which it is then
                           convertible, at the then applicable Conversion Ratio,
                           and each such share of High Vote Common Stock
                           immediately and automatically thereafter shall
                           convert into one (1) fully paid and non-assessable
                           share of Class A Common Stock, provided that no such
                           conversion shall occur solely as a result of the
                           pledge, hypothecation or other similar financing
                           transaction of any High Vote Preferred Stock by a
                           Parent Entity or any Permitted Transferee so long as
                           the transferring Parent Entity continues to have the
                           sole and exclusive authority and right to vote the
                           shares subject to such pledge, hypothecation or other
                           financing transaction. Notwithstanding the foregoing,
                           any share of High Vote Preferred Stock transferred by
                           a Parent Entity (or any Permitted Transferee)
                           pursuant to the provisions of the preceding sentence
                           shall, if such transfer is to any Person other than a
                           Parent Entity or a Wholly Owned Affiliate of a Parent
                           Entity, automatically convert into that number of
                           fully paid and non-assessable shares of the High Vote
                           Common Stock into which it is then convertible at the
                           then applicable Conversion Ratio, and each such share
                           of High Vote Common Stock immediately and
                           automatically thereafter shall convert into one (1)
                           fully paid and non-assessable share of Class A Common
                           Stock (A) upon such transfer, unless the applicable
                           Parent Entity obtains from such transferee a voting
                           agreement and voting proxy, each in form and
                           substance satisfactory to the Corporation and the
                           other Parent Entity (if such other Parent Entity then
                           holds any High Vote Stock), pursuant to which the
                           transferee agrees to grant to the appropriate Parent
                           Entity the right to vote all shares of High Vote
                           Preferred Stock transferred to such Person at the
                           sole discretion of the appropriate Parent Entity, (B)
                           upon the termination of, or the occurrence of any
                           event invalidating or modifying in any material
                           respect the voting provisions contained in, any
                           voting agreement or voting proxy entered into
                           pursuant to the provisions of the preceding Clause
                           (A), and (C) solely with respect to a transfer to an
                           Employee of a Parent Entity and/or one or more
                           Cisneros Family members, if (i) such transfer (1)
                           with respect to transfers by AOL and its Permitted
                           Transferees, either individually or when aggregated
                           with all prior transfers of High Vote Stock to
                           Employees of AOL, exceeds 20,371,667 shares (as such
                           number shall be equitably adjusted for any stock
                           split, stock dividend, reverse stock split,
                           reclassification or similar transaction, and assuming
                           for purposes of such calculation that (x) all shares
                           of High Vote Preferred Stock so transferred are
                           converted into High Vote Common Stock at the
                           applicable Conversion Ratio) and (2) with respect to
                           transfers by ODC and its Permitted Transferees,
                           either individually or when aggregated with all prior
                           transfers High Vote Stock to Employees of ODC and
                           Cisneros Family members, exceeds 19,972,382 shares
                           (as such number shall be equitably adjusted for any
                           stock split, stock dividend, reverse stock split,
                           reclassification or similar transaction, and assuming
                           for purposes of such calculation that (y) all shares
                           of High Vote Preferred Stock so transferred are
                           converted into High Vote Common Stock at the
                           applicable Conversion Ratio) or (ii) such person
                           ceases to be an Employee of the transferring Parent
                           Entity. For purposes of the foregoing, AOL shall be
                           the appropriate Parent Entity with respect to any
                           transfers of Series B Preferred Stock and ODC shall
                           be the appropriate Parent Entity with respect to any
                           transfers of Series C Preferred Stock. A copy of
                           every voting agreement and voting proxy entered into
                           in accordance with the provisions hereof, and all
                           amendments thereto or modifications thereof, must be
                           filed with the Corporation promptly after the
                           execution thereof. Notwithstanding the foregoing, (z)
                           if any Permitted Transferee ceases to qualify as a
                           Permitted Transferee at anytime following the
                           transfer of the High Vote Preferred Stock, then each
                           share of the High Vote Preferred Stock transferred to
                           such Permitted Transferee shall automatically




                                       24
<PAGE>

                           convert, at the time that the transferee ceases to so
                           qualify, into that number of fully paid and
                           non-assessable shares of the High Vote Common Stock
                           into which it is then convertible at the then
                           applicable Conversion Ratio, and each such share of
                           High Vote Common Stock immediately and automatically
                           thereafter shall convert into one (1) fully paid and
                           non-assessable share of Class A Common Stock; and
                           (aa) no transfer of High Vote Preferred Stock may be
                           made, and any such transfer shall not be deemed to be
                           valid by the Corporation, if such transfer would,
                           when combined with all other transfers of such High
                           Vote Preferred Stock previously consummated, require
                           the Corporation to register any of the Class B
                           Securities and/or Class C Securities under the
                           Securities Exchange Act of 1934, as amended.
                           Determinations as to the occurrence of events listed
                           in this Clause (c)(v)(A)(3) of Article FOURTH shall
                           be made by a majority of the Board of Directors,
                           subject to the provisions of Clause (c) of Article
                           FIFTH regarding the approval of actions with
                           stockholders. In addition, if any Person other than a
                           Parent Entity, its Wholly Owned Affiliate, a Cisneros
                           Family member or an Employee of ODC or AOL otherwise
                           acquires any direct or indirect ownership interest in
                           a share of High Vote Preferred Stock, such share of
                           High Vote Preferred Stock automatically shall convert
                           into that number of fully paid and non-assessable
                           shares of the High Vote Common Stock into which it is
                           then convertible at the then applicable Conversion
                           Ratio, and each such share of High Vote Common Stock
                           immediately and automatically thereafter shall
                           convert into one (1) fully paid and non-assessable
                           share of Class A Common Stock, in any event, upon
                           such Person acquiring such ownership interest;
                           provided that no such conversion shall occur solely
                           as a result of the pledge, hypothecation or other
                           similar financing transaction of any High Vote
                           Preferred Stock by a Parent Entity or any Permitted
                           Transferee so long as the appropriate Parent Entity
                           continues to have the sole and exclusive authority
                           and right to vote the shares subject to such pledge,
                           hypothecation or other financing transaction. For
                           purposes of the foregoing, AOL shall be the
                           appropriate Parent Entity with respect to any
                           pledges, hypothecations or other similar financing
                           transactions with respect to any Series B Preferred
                           Stock and ODC shall be the appropriate Parent Entity
                           with respect to any pledges, hypothecations or other
                           similar financing transactions with respect to any
                           Series C Preferred Stock.

                           (B) FRACTIONAL SHARES. No fractional shares of Class
                  B Common Stock or Class C Common Stock shall be issued upon
                  conversion of the Series B Preferred Stock or Series C
                  Preferred Stock. In lieu of any fractional shares to which the
                  holder would otherwise be entitled, the Corporation shall pay
                  cash equal to the product of such fraction multiplied by the
                  then applicable Series B Conversion Ratio or Series C
                  Conversion Ratio (rounded to the nearest whole cent), as the
                  case may be, multiplied by the Fair Market Value.



                                       25
<PAGE>

                           (C)      MECHANICS OF CONVERSION.

                                    (1) In order for a holder of High Vote
                           Preferred Stock to voluntarily convert shares of High
                           Vote Preferred Stock into shares of High Vote Common
                           Stock, such holder shall surrender the certificate or
                           certificates for such shares of High Vote Preferred
                           Stock, at the office of the transfer agent for the
                           High Vote Preferred Stock (or at the principal office
                           of the Corporation if the Corporation serves as its
                           own transfer agent), together with written notice
                           that such holder elects to convert all or any number
                           of the shares of the High Vote Preferred Stock
                           represented by such certificate or certificates. Such
                           notice shall state such holder's name or the names of
                           the nominees in which such holder wishes the
                           certificate or certificates for shares of High Vote
                           Common Stock to be issued and the number of shares of
                           High Vote Preferred Stock to be converted. If
                           required by the Corporation, certificates surrendered
                           for conversion shall be endorsed or accompanied by a
                           written instrument or instruments of transfer, in
                           form satisfactory to the Corporation, duly executed
                           by the registered holder or his, her or its attorney
                           duly authorized in writing. The date of receipt of
                           such certificates and notice by the transfer agent
                           (or by the Corporation if the Corporation serves as
                           its own transfer agent) shall be the conversion date
                           for a voluntary conversion, and the date of the Class
                           B or Class C Triggering Event or other automatic
                           conversion, as applicable, shall be the conversion
                           date for an automatic conversion (each, a "Conversion
                           Date") and each conversion shall be deemed effective
                           as of the close of business on the applicable
                           Conversion Date. The Corporation shall, as soon as
                           practicable after a Conversion Date, issue and
                           deliver at such office to such holder of converted
                           High Vote Preferred Stock, or to his, her or its
                           nominees, a certificate or certificates for the
                           number of shares of High Vote Common Stock to which
                           such holder shall be entitled, together with cash in
                           lieu of any fraction of a share or, if a Class B or
                           Class C Triggering Event or other automatic
                           conversion has occurred, a certificate or
                           certificates for the number of shares of Class A
                           Common Stock to which such holder shall be entitled,
                           together with cash in lieu of any fraction of a
                           share. In case the number of shares of High Vote
                           Preferred Stock represented by the certificate or
                           certificates surrendered pursuant to Clause (c)(v)(A)
                           of Article FOURTH exceeds the number of shares
                           converted, the Corporation shall, upon such
                           conversion, execute and deliver to the holder, at the
                           expense of the Corporation, a new certificate or
                           certificates for the number of shares of Series B
                           Preferred Stock or Series C Preferred Stock
                           represented by such certificate or certificates
                           surrendered but not converted. Notwithstanding
                           anything to the contrary contained herein, at any
                           time that shares of Class A Common Stock are to be
                           issued as a result of an event causing the conversion
                           of High Vote Preferred Stock, the affected shares of
                           High Vote Preferred Stock shall automatically convert
                           into the applicable class of High Vote Common Stock
                           and immediately thereafter convert into Class A
                           Common Stock without the necessity of the Corporation
                           delivering to the holder a certificate to evidence
                           the issuance of the High Vote Common Stock being
                           automatically converted into Class A Common Stock and
                           the Corporation shall only be required to deliver the
                           certificate evidencing such shares of Class A Common
                           Stock.

                                    (2) The Corporation shall at all times when
                           the High Vote Preferred Stock shall be outstanding,
                           reserve and keep available out of its authorized but
                           unissued stock, for the purpose of effecting the
                           conversion of the High Vote Preferred Stock, such
                           number of its duly authorized shares of High Vote
                           Common Stock as shall from time to time be sufficient
                           to effect the conversion of all outstanding High Vote



                                       26
<PAGE>

                           Preferred Stock; provided that nothing contained
                           herein shall be construed to preclude the Corporation
                           from satisfying its obligations in respect of the
                           conversion or exchange of the outstanding shares of
                           High Vote Preferred Stock by delivery of purchased
                           shares of High Vote Common Stock which are held in
                           the treasury of the Corporation.

                                    (3) All shares of High Vote Preferred Stock
                           surrendered for conversion or deemed automatically
                           converted, as applicable, as herein provided shall no
                           longer be deemed to be outstanding and all rights
                           with respect to such shares, including the rights, if
                           any, to receive notices, to vote and to accrual of
                           dividends shall immediately cease and terminate at
                           the close of business on the Conversion Date (except
                           only the right of the holders thereof to receive
                           shares of the applicable class of Common Stock in
                           exchange therefor) and any shares of High Vote
                           Preferred Stock so converted shall be retired and
                           canceled and shall not be reissued, and the
                           Corporation from time to time shall take appropriate
                           action to reduce the authorized shares of High Vote
                           Preferred Stock accordingly.

                                    (4) Upon any such conversion, no adjustment
                           to the then applicable Conversion Ratio shall be made
                           for any declared but unpaid dividends on the shares
                           of High Vote Preferred Stock surrendered for
                           conversion or on the shares of Common Stock delivered
                           upon conversion.

                           (D)      ADJUSTMENTS TO CONVERSION RATIO.

                                    (1)     SPECIAL DEFINITIONS:

                                             (aa) "ORIGINAL ISSUE DATE" shall
                                    mean August 7, 2000.

                                             (bb) "ADDITIONAL SHARES OF COMMON
                                    STOCK" shall mean all shares of Common Stock
                                    issued (or, pursuant to Clause (c)(v)(D)(2)
                                    of Article FOURTH, deemed to be issued) by
                                    the Corporation after the Original Issue
                                    Date.

                                    (2) ISSUE OF SECURITIES DEEMED ISSUE OF
                           ADDITIONAL SHARES OF COMMON Stock. If the Corporation
                           at any time or from time to time after the Original
                           Issue Date shall declare or pay any dividend or make
                           any other distribution on the Common Stock payable in
                           Common Stock or effect a subdivision of the
                           outstanding shares of Common Stock (by
                           reclassification or otherwise than by payment of a
                           dividend in Common Stock), then and in any such
                           event, Additional Shares of Common Stock shall be
                           deemed to have been issued:

                                                     (y) in the case of any such
                                            dividend or distribution,
                                            immediately after the close of
                                            business on the record date for the
                                            determination of holders of any
                                            class of securities entitled to
                                            receive such dividend or
                                            distribution, or

                                                     (z) in the case of any such
                                            subdivision, at the close of
                                            business on the date immediately
                                            prior to the date upon which such
                                            corporate action becomes effective.




                                       27
<PAGE>

                           If such record date shall have been fixed and such
                           dividend shall not have been fully paid on the date
                           fixed therefor, the adjustment previously made in the
                           Conversion Ratio which became effective on such
                           record date shall be cancelled as of the close of
                           business on such record date, and thereafter the
                           Conversion Ratio shall be adjusted pursuant to this
                           Clause (c)(v)(D) of Article FOURTH as of the time of
                           actual payment of such dividend.

                                    (3) ADJUSTMENT FOR DIVIDENDS, DISTRIBUTIONS,
                           SUBDIVISIONS, COMBINATIONS OR CONSOLIDATIONS OF
                           COMMON STOCK.

                                            (aa) STOCK DIVIDENDS, DISTRIBUTIONS
                                    OR SUBDIVISIONS. If the Corporation shall
                                    issue Additional Shares of Common Stock in
                                    the manner described in Clause (c)(v)(D)(2)
                                    of Article FOURTH in a stock dividend, stock
                                    distribution or subdivision, the Conversion
                                    Ratio in effect immediately prior to such
                                    stock dividend, stock distribution or
                                    subdivision shall, concurrently with the
                                    effectiveness of such stock dividend, stock
                                    distribution or subdivision, be
                                    proportionately increased.

                                            (bb) COMBINATIONS OR CONSOLIDATIONS.
                                    If the outstanding shares of Common Stock
                                    shall be combined or consolidated, by
                                    reclassification or otherwise, into a lesser
                                    number of shares of Common Stock, the
                                    Conversion Ratio in effect immediately prior
                                    to such combination or consolidation shall,
                                    concurrently with the effectiveness of such
                                    combination or consolidation, be
                                    proportionately decreased.

                           (E) CERTIFICATE AS TO ADJUSTMENTS. Upon the
                  occurrence of each adjustment or readjustment of the
                  Conversion Ratio pursuant to Clause (c)(v)(D) of Article
                  FOURTH, the Corporation at its expense shall promptly compute
                  such adjustment or readjustment in accordance with the terms
                  hereof and furnish to each holder of High Vote Preferred Stock
                  a certificate setting forth such adjustment or readjustment
                  and showing in detail the facts upon which such adjustment or
                  readjustment is based. The Corporation shall, upon the written
                  request at any time of any holder of High Vote Preferred
                  Stock, furnish or cause to be furnished to such holder a
                  similar certificate setting forth (1) such adjustments and
                  readjustments, (2) the Conversion Ratio then in effect, and
                  (3) the number of shares of Class B Common Stock and/or Class
                  C Common Stock and the amount, if any, of other property, that
                  then would be received upon the conversion of a share of High
                  Vote Preferred Stock.

                           (F) NOTICE OF RECORD DATE. If any of the following
                  events occur:

                                    (1) the Corporation declares a dividend (or
                           any other distribution) on its Common Stock payable
                           in Common Stock or other securities of the
                           Corporation;

                                    (2) the Corporation subdivides or combines
                           its outstanding shares of Common Stock;

                                    (3) there occurs or is proposed to occur any
                           reorganization, recapitalization or reclassification
                           of the Common Stock of the Corporation (other than a
                           subdivision or combination of its outstanding shares
                           of Common Stock or a stock dividend or stock
                           distribution thereon), or of any consolidation or
                           merger of the Corporation into or with another
                           corporation, or of the sale of all or substantially
                           all of the assets of the Corporation; or




                                       28
<PAGE>

                                    (4) the involuntary or voluntary
                           liquidation, dissolution, or winding-up of the
                           Corporation;

                           then the Corporation shall cause to be filed at its
                           principal office or at the office of the transfer
                           agent of the Preferred Stock, and shall cause to be
                           mailed to the holders of the High Vote Preferred
                           Stock at their addresses as shown on the records of
                           the Corporation or such transfer agent, at least
                           fifteen (15) days prior to the record date specified
                           in (aa) below or thirty days before the date
                           specified in (bb) below, a notice stating the
                           following information:

                                            (aa) the record date of such
                                    dividend, distribution, subdivision or
                                    combination, or, if a record is not to be
                                    taken, the date as of which the holders of
                                    Common Stock of record to be entitled to
                                    such dividend, distribution, subdivision, or
                                    combination are to be determined, or

                                            (bb) the date on which such
                                    reclassification, consolidation, merger,
                                    sale, liquidation, dissolution or winding-up
                                    is expected to become effective, and the
                                    date as of which it is expected that holders
                                    of Common Stock of record shall be entitled
                                    to exchange their shares of Common Stock for
                                    securities or other property deliverable
                                    upon such reclassification, consolidation,
                                    merger, sale, liquidation, dissolution or
                                    winding-up.

                  (vi)     REDEMPTION.

                           (A) MANDATORY REDEMPTION BY THE CORPORATION. The
                  Corporation shall redeem out of funds legally available all of
                  the then outstanding shares of High Vote Preferred Stock
                  pursuant to this Clause (c)(vi)(A) of Article FOURTH at the
                  Redemption Price (the "Mandatory Redemptions") pursuant to the
                  following schedule:

                                    (1) on August 7, 2005, the Corporation shall
                           redeem 87.80% of the shares of each Series of High
                           Vote Preferred Stock outstanding as of the date of
                           the applicable Redemption Notice; and

                                    (2) on April 2, 2006, the Corporation shall
                           redeem the remaining shares of each Series of High
                           Vote Preferred Stock outstanding as of the date of
                           the applicable Redemption Notice.

                  Each such date is referred to herein as a "Redemption Date."
                  Upon any Mandatory Redemption, the Corporation shall redeem
                  from each holder of High Vote Preferred Stock then outstanding
                  the applicable percentage or amount of each Series of High
                  Vote Preferred Stock then held by such holder. The "Redemption
                  Price" per share of High Vote Preferred Stock to be redeemed
                  at each Mandatory Redemption shall mean an amount in cash or
                  shares of Class A Common Stock (valued at its then Fair Market
                  Value), at the Corporation's option, equal to the sum of the
                  Liquidation Preference attributable to such share plus an
                  amount equal to all accrued but unpaid dividends attributable
                  to such share as of the applicable Redemption Date.

                           (B)      MECHANICS OF REDEMPTION.



                                       29
<PAGE>

                                    (1) MANDATORY REDEMPTION. In order to effect
                           a Mandatory Redemption, the Corporation shall send a
                           notice (a "Redemption Notice") to the address of
                           record for all holders of shares of High Vote
                           Preferred Stock, which Redemption Notice shall:

                                            (aa) state that the Corporation is
                                    commencing a Mandatory Redemption,

                                            (bb) state the percentage of the
                                    then outstanding shares of each Series of
                                    High Vote Preferred Stock that will be
                                    redeemed, and

                                            (cc) state the Redemption Price,
                                    including the amount of accrued but unpaid
                                    dividends included in the Redemption Price
                                    and whether the Redemption Price will be
                                    paid in cash or shares of Class A Common
                                    Stock.

                           Once the Redemption Notice is mailed to the holders
                           at their addresses of record, the specified
                           percentage of shares of each Series of High Vote
                           Preferred Stock shall be subject to redemption on the
                           Redemption Date; provided, that a holder of High Vote
                           Stock may avoid any such Mandatory Redemption by
                           converting on the applicable Redemption Date, a
                           number of shares of High Vote Preferred Stock that
                           equals or exceeds the applicable percentage of shares
                           of such Series of High Vote Preferred Stock held by
                           such holder as of the applicable Redemption Date. On
                           each Redemption Date each holder of shares of High
                           Vote Preferred Stock then outstanding and not so
                           converted shall surrender the certificate or
                           certificates evidencing such shares of High Vote
                           Preferred Stock to be redeemed thereat, duly
                           endorsed, at the office of the Corporation or of any
                           transfer agent for the High Vote Preferred Stock, and
                           the Corporation shall pay such holder the applicable
                           Redemption Price and deliver to such Holder, without
                           service charge, a new certificate or certificates of
                           the applicable Series of High Vote Preferred Stock as
                           requested by such holder in that aggregate number of
                           shares as represents the portion of the
                           certificate(s) so surrendered as to which a Mandatory
                           Redemption has not been made. Each holder of High
                           Vote Preferred Stock may, in connection with any
                           Mandatory Redemption, elect which of the shares of
                           High Vote Preferred Stock then held by such holder
                           shall be submitted for redemption on the applicable
                           Redemption Date so long the aggregate amount of
                           shares so redeemed equals the amount called in
                           respect of such Mandatory Redemption. All shares of
                           High Vote Preferred Stock so redeemed shall no longer
                           be deemed to be outstanding and all rights with
                           respect to such shares, including without limitation
                           the right to accrual of dividends, shall immediately
                           cease and terminate at the close of business of the
                           Corporation on the applicable Redemption Date (except
                           only the right of the holders thereof to receive the
                           Redemption Price in exchange therefor),
                           notwithstanding that the certificates representing
                           such shares of High Vote Preferred Stock shall not
                           have been surrendered at the office of the
                           Corporation or, if the Redemption Price is to be paid
                           in shares of Class A Common Stock, that the
                           certificates evidencing such shares of Class A Common
                           Stock shall not then be actually delivered to such
                           holder. If the Redemption Price is to be paid in



                                       30
<PAGE>

                           shares of Class A Common Stock, each holder of shares
                           of High Vote Preferred Stock to be redeemed shall
                           give written notice to the Corporation that shall
                           state therein the name of such holder or the name or
                           names of the nominees of such holder in which such
                           holder wishes the certificate or certificates for
                           shares of Class A Common Stock to be issued, and the
                           person or persons entitled to receive the shares of
                           Class A Common Stock issuable upon redemption shall
                           be treated for all purposes as the record holder or
                           holders of such shares of Class A Common Stock on the
                           Redemption Date. No fractional shares of Class A
                           Common Stock shall be issued upon redemption of any
                           shares of High Vote Preferred Stock and cash in lieu
                           of any fraction of a share will be paid to the holder
                           thereof. The Corporation shall, as soon as
                           practicable thereafter, issue and deliver at such
                           office to such holder of High Vote Preferred Stock,
                           or to such holder's nominee or nominees, a
                           certificate or certificates for the number of shares
                           of Class A Common Stock to which such holder shall be
                           entitled as aforesaid.

                                    (2) ELECTION TO CONVERT. Notwithstanding the
                           issuance of any Redemption Notice by the Corporation
                           or the receipt of any Redemption Notice by any holder
                           of High Vote Preferred Stock, such holder may elect
                           to convert such High Vote Preferred Stock into the
                           applicable class of High Vote Common Stock at any
                           time prior to close of business of the Corporation on
                           the Redemption Date. Any such conversion shall be at
                           the then applicable Conversion Ratio and on the other
                           terms and conditions set forth in Article FOURTH,
                           Clause (c)(v).

                  (vii) REACQUIRED SHARES. Any shares of High Vote Preferred
         Stock converted, redeemed, purchased, or otherwise acquired by the
         Corporation in any manner whatsoever shall be retired promptly after
         the acquisition thereof, and shall not be reissued and shall, upon the
         filing of a certificate of retirement, return to the status of
         authorized but undesignated shares of Preferred Stock.



                                       31
<PAGE>



         FIFTH:   DIRECTORS.

         (a) VACANCIES IN THE BOARD; TRANSACTION OF BUSINESS. Except as provided
in Article FOURTH, Clause (b)(iii)(C) and (D), any vacancies resulting from
death, resignation, disqualification, removal or other cause with respect to a
Class A Director shall be filled by the affirmative vote of the remaining Class
A Directors then in office, even if less than a quorum of the Board, subject to
the approval of the Special Committee of the person or persons selected to fill
the vacancy or vacancies. Any vacancies resulting from death, resignation,
disqualification, removal or other cause with respect to a Class B Director
shall be filled only by the affirmative vote of the remaining Class B Directors
then in office, even if less than a quorum of the Board, or by the sole
remaining Class B Director, if there is only one then in office. In the absence
of a sole remaining Class B Director, such vacancies shall be filled by a
majority vote of the holders of the Class B Securities, voting together as a
single class. Any vacancies resulting from death, resignation, disqualification,
removal or other cause with respect to a Class C Director shall be filled only
by the affirmative vote of a majority of the remaining Class C Directors then in
office, even if less than a quorum of the Board, or by the sole remaining Class
C Director, if there is only one then in office. In the absence of a sole
remaining Class C Director, such vacancies shall be filled by a majority vote of
the holders of the Class C Securities, voting together as a single class. Any
director elected in accordance with this Clause (a) shall hold office until the
next annual meeting of stockholders. Notwithstanding any provision in the
By-laws to the contrary, the Board may not transact business at any meeting of
the Board unless a majority of the Class B Directors and a majority of the Class
C Directors are present or otherwise participate at such meeting.
Notwithstanding the foregoing, the preceding sentence shall be of no further
force and effect upon the first to occur of (i) a Class B Triggering Event and
(ii) a Class C Triggering Event.

         (b) REMOVAL OF DIRECTORS.

                  (i) Any Class B Director and any Class C Director may be
         removed from office for cause only by the affirmative vote of the
         holders of at least seventy five percent (75%) of the voting power of
         the Voting Stock, voting together as a single class.

                  (ii) Any Class A Director may be removed at any time, without
         cause, by the affirmative vote of the holders of at least a majority of
         the voting power of the Voting Stock, voting together as one class. Any
         Class B Director may be removed at any time, without cause, by majority
         vote of the holders of the Class B Securities, voting together as a
         single class. Any Class C Director may be removed at any time, without
         cause, by majority vote of the holders of the Class C Securities,
         voting together as a single class.

         (c) APPROVAL OF ACTIONS WITH STOCKHOLDERS. Notwithstanding anything to
the contrary contained herein or in the By-laws, the power to take the following
actions, as permitted by Section 141(a) of the GCL ("Section 141(a)"), is hereby
conferred upon certain members of the Board, as indicated below:

                           (i) The power to authorize any action by or on behalf
                  of the Corporation with respect to the execution, delivery, or
                  termination of any agreement between AOL (or any of its
                  Affiliates) and the Corporation is hereby conferred upon the
                  members of the Board other than the Class B Directors. All
                  such authorizations or actions and any action that would
                  otherwise require Board approval with respect to matters
                  relating to the enforcement or waiver of any rights granted
                  the Corporation (or any of its Affiliates) under any such



                                       32
<PAGE>

                  agreement shall be taken solely pursuant to the direction of a
                  majority of such members of the Board without the approval,
                  consent or authorization of the Class B Directors. Sections
                  3.7 and 3.8 of the By-laws shall apply to such actions as if
                  such members constituted the Board. Notwithstanding the
                  foregoing, however, the Class B Directors shall be entitled to
                  vote on any matter specified in Clauses (d)(i)(K) or (d)(i)(L)
                  of this Article FIFTH regardless of the interest of AOL or any
                  of its Affiliates in such matter.

                           (ii) The power to authorize any action by or on
                  behalf of the Corporation with respect to the execution,
                  delivery, or termination of any agreement between ODC (or any
                  of its Affiliates) and the Corporation is hereby conferred
                  upon the members of the Board other than the Class C
                  Directors. All such authorizations or actions and any action
                  that would otherwise require Board approval with respect to
                  matters relating to the enforcement or waiver of any rights
                  granted the Corporation (or any of its Affiliates) under any
                  such agreement shall be taken solely pursuant to the direction
                  of a majority of such members of the Board without the
                  approval, consent or authorization of the Class C Directors.
                  Sections 3.7 and 3.8 of the By-laws shall apply to such
                  actions as if such members constituted the Board.

         (d) APPOINTMENT AND POWERS OF SPECIAL COMMITTEE.

                  (i) There is hereby established a two (2) member committee
         (the "Special Committee") consisting of one (1) Class B director to be
         elected by a majority vote of the Class B directors (or the sole
         remaining Class B director) and one Class C director to be elected by
         majority vote of the Class C directors (or the sole remaining Class C
         director). The Special Committee, and not the Board of Directors,
         shall, in accordance with Section 141(a), have the power to select two
         Co-Chairmen of the board, provided that the Class B director on the
         Special Committee and the Class C Director on the Special Committee
         shall each be entitled to select and appoint one person as a
         Co-Chairman of the board. The Special Committee, together with the
         Board of Directors, shall, pursuant to Section 141(a), exercise the
         powers and duties conferred and imposed upon the board of directors by
         the GCL as provided for herein. The Special Committee shall evaluate
         the matters set forth in clauses (A) through (Z) of this Clause (d)(i)
         of Article FIFTH and report to the Board of Directors for approval
         those matters specified herein which have been approved by the two
         members of the Special Committee. The Corporation shall not have the
         power to take any action set forth in clauses (A) through (Z) of this
         Article FIFTH, Clause (d)(i), as the same may be amended from time to
         time, unless and until such action has been approved by the two members
         of the Special Committee acting in good faith and the best interest of
         the Corporation in accordance with Delaware law, except to the extent
         that both members of the Special Committee have waived such right of
         approval. The powers (including powers of delegation) and duties
         conferred and imposed upon the board of directors by the GCL (i) with
         respect to any matter set forth in clauses (A) through (Z) of this
         Article FIFTH, Clause (d)(1) that the Special Committee has either
         approved or with respect to which it has waived its right of approval,
         and (ii) with respect to any matter not set forth in clauses (A)
         through (Z) of this Article FIFTH, Clause (d)(1), shall be exercised by
         the Board of Directors. Notwithstanding any provision in the By-laws to
         the contrary, the Special Committee may not transact business at any
         meeting of the Special Committee unless both members of the Special
         Committee are present or otherwise participate at such meeting.
         Notwithstanding the foregoing, the preceding sentence shall be of no
         further force and effect upon the first to occur of (i) a Class B
         Triggering Event and (ii) a Class C Triggering Event.

                           (A) Any amendment, change or other modification or
                  restatement of this Certificate of Incorporation or By-laws of
                  the Corporation or similar constitutive documents of any
                  Subsidiary, or the Stockholders' Agreement or the Registration
                  Rights Agreement.



                                       33
<PAGE>

                           (B) The merger, consolidation, dissolution or
                  liquidation of the Corporation or any Subsidiary, or any
                  transaction having the same effect.

                           (C) Except pursuant to (1) employee stock option and
                  similar incentive plans approved by the Board and the holders
                  of a majority of each class of High Vote Stock then
                  outstanding, (2) a conversion or exchange right set forth in
                  this Certificate of Incorporation or similar constitutive
                  documents of any Subsidiary, or (3) the Stockholders'
                  Agreement, the issuance, authorization, cancellation,
                  alteration, modification, redemption or any change in, of, or
                  to, any equity security of the Corporation or any Subsidiary,
                  or any option, put, call or warrant with respect to the
                  foregoing.

                           (D) The transfer or other disposition of, or placing
                  any Encumbrance (other than Permitted Encumbrances) on, any
                  material asset of the Corporation or any Subsidiary (other
                  than disposition of inventory or obsolete assets of the
                  Corporation or any Subsidiary).

                           (E) Any transaction involving (1) the acquisition of
                  any interest in, or the making of any loan or extension of
                  credit to, another person or entity by the Corporation or any
                  Subsidiary for or in an amount in excess of $50,000 except for
                  short-term cash management with recognized money market
                  institutions; (2) any contracts having a term in excess of one
                  year (including network, customer, marketing or advertising
                  services) and involving payments by the Corporation or any
                  Subsidiary, or rendering of services by the Corporation or any
                  Subsidiary with a value, in excess of $50,000; (3) any debt,
                  loan or borrowing of the Corporation or any Subsidiary (other
                  than borrowings under revolving credit facilities approved by
                  the Board) $50,000 outstanding in the aggregate at any time,
                  or any revolving credit facility of the Corporation or any
                  Subsidiary permitting aggregate borrowings at any one time
                  outstanding to exceed $50,000; (4) the Corporation or any
                  Subsidiary as a result of which the Corporation or any
                  Subsidiary, alone or with its Affiliates, acquires control
                  over any other person or entity; (5) any capital or other
                  expenditures of the Corporation or any Subsidiary (or series
                  of related capital expenditures) in excess of $50,000; or (6)
                  any related series or combination of transactions having or
                  which will have, directly or indirectly, the same effect as
                  any of the foregoing.

                           (F) Any action by, in respect of or otherwise
                  involving any entity in which the Corporation or any
                  Subsidiary has or acquires a controlling equity interest which
                  would require Special Committee approval under this Clause
                  (d)(i) of Article FIFTH if such action was by, in respect of,
                  or otherwise involving the Corporation or any Subsidiary.

                           (G) The declaration of any dividend or distribution
                  on any class or classes of equity securities of the
                  Corporation.

                           (H) The selection of nominees to be recommended by
                  the Board for election as Class A Directors.

                           (I) The admission of any Strategic Partner as an
                  equity holder in the Corporation or any Operating Entity.



                                       34
<PAGE>

                           (J) The establishment and maintenance of an Executive
                  Committee and the establishment and maintenance of, or
                  appointment or removal of any member of, any other committee
                  of the Board of Directors.

                           (K) The Launch of any AOL-branded TV Access Service
                  or Wireless Access Service in any country within the
                  Territory.

                           (L) The terms and conditions of any agreements with,
                  or any other transactions with, and the conduct and settlement
                  of any Action involving, any third parties relating to TV
                  Access Services or Wireless Access Services in the Territory.

                           (M) The appointment or dismissal of auditors for the
                  Corporation or any Subsidiary or change or adoption of any
                  material accounting principle or practice to be applied by the
                  Corporation or any Subsidiary.

                           (N) The establishment of any entity (or the creation
                  of any entity owned jointly with any other party) by the
                  Corporation or any Subsidiary and the adoption of, and any
                  material changes to, any Subsidiary's method of doing
                  business.

                           (O) The commencement of any Action (without regard to
                  the amount in controversy) or settlement of any Action to
                  which the Corporation or any Subsidiary is a party or the
                  subject thereof (i) involving amounts in excess of $100,000
                  (or its equivalent in any other currency) or (ii) which could
                  materially adversely affect the rights of AOL or ODC or any of
                  their Subsidiaries of Affiliates; provided, however, that
                  Actions relating to the collections of amounts due to the
                  Corporation or any Subsidiary by third parties may be
                  commenced or settled in the discretion of management.

                           (P) The adoption of any strategic plan and business
                  projections for the Corporation or any Subsidiary and
                  approval, rescission or amendment of any strategic decision
                  material to the conduct of the business of the Corporation or
                  any Subsidiary.

                           (Q) The adoption of any Business Plan for an
                  Operating Entity and the approval of any modification of any
                  line item or other provision in any Business Plan in respect
                  of any Operating Entity.

                           (R) The establishment of, or making any significant
                  modification to, the investment and/or cash management
                  policies of the Corporation or any Subsidiary.

                           (S) The approval of the discontinuation of any
                  material activity engaged in from time to time by the
                  Corporation or any Subsidiary.

                           (T) The approval of the entering into of any
                  partnership, joint venture or consortium with any other Person
                  by the Corporation or any Subsidiary.

                           (U) The approval of any press releases or other
                  public statements by the Corporation or any Subsidiary
                  containing material non-public information.

                           (V) The entry into agreements by the Corporation or
                  any Subsidiary outside of the ordinary course of business.

                           (W) The approval of the final annual audited
                  consolidated financial statements of any Subsidiary.



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<PAGE>

                           (X) The approval of the filing for bankruptcy of or
                  any decision not to take action to prevent a filing for
                  bankruptcy or not to oppose an involuntary filing for
                  bankruptcy or other winding up of the Corporation or any
                  Subsidiary.

                           (Y) Adoption of any incentive or other employee
                  benefit plan, or any executive compensation plan or severance
                  payment, by the Corporation or any Subsidiary or any material
                  amendment to any such existing plan.

                           (Z) Hiring or firing any personnel of the Corporation
                  or any Subsidiary with an annual salary in excess of $100,000
                  or increasing the compensation of any such personnel above
                  $100,000.

                  (ii) Upon the occurrence of a Class B Triggering Event or a
         Class C Triggering Event, the Special Committee shall be deemed to be
         dissolved as of such time, and the provisions of this Clause (d), other
         than those contained in this Clause (d)(ii), shall cease to have any
         effect, and any other provisions of this Certificate of Incorporation
         requiring the approval of the Special Committee shall be deemed to
         require the approval of the Board as a whole.

         (e) APPOINTMENT OF EXECUTIVE COMMITTEE. Subject to Clause (d) of this
Article FIFTH, so long as there are at least one share of Class A Common Stock,
one share of either of the Class B Securities and one share of either of the
Class C Securities outstanding, the Board of Directors may, by the affirmative
vote of a majority of the Directors designate an Executive Committee of the
Board (the "Executive Committee"), which shall consist of one (1) Class A
Director, one (1) Class B Director and one (1) Class C Director. The Executive
Committee shall have such powers and duties as may be set forth in the
resolution designating the Executive Committee as the same may be amended from
time to time. If the minimum shares required for each of the Class A Common
Stock, Class B Securities and Class C Securities are not outstanding, the Board
may establish an Executive Committee with such members as it chooses.

         (f) REMOVAL OF COMMITTEE MEMBERS. In accordance with Section 141(a),
notwithstanding anything to the contrary contained herein or in the By-laws, (i)
any member of the Special Committee appointed or elected by the Class B
Directors or the member of the Executive Committee who is a Class B Director may
be removed at any time, either with or without cause, by the affirmative vote of
(A) a majority of the Class B Directors then in office or (B) the holders of a
majority of the Class B Securities, voting together as a single class, and (ii)
any member of the Special Committee elected or appointed by the Class C
Directors or the member of the Executive Committee who is a Class C Director may
be removed at any time, either with or without cause, by the affirmative vote of
(A) a majority of the Class C Directors then in office or (B) the holders of a
majority of the Class C Securities, voting together as a single class. In
addition, any member of the Executive Committee appointed pursuant to the first
sentence of Article FIFTH, Clause (e) may be removed with or without cause after
obtaining each of the following votes: (x) the affirmative vote of a majority of
the Class A Directors (or the sole Class A Director), (y) the affirmative vote
of a majority of the Class B Directors (or the sole Class B Director) and (z)
the affirmative vote of a majority of the Class C Directors (or the sole Class C
Director), even if less than a quorum of the Board. Any member of the Executive
Committee appointed otherwise than pursuant to Article FIFTH, Clause (e) may be
removed with or without cause by the affirmative vote of all of the directors
then in office, even if less than a quorum of the Board. Any vacancies on any
committee of the Board shall be filled in the manner set forth above in respect
of the appointment of such committee or member.

         SIXTH: Subject to Clause (b)(i)(B) of Article FOURTH and Clause (d) of
Article FIFTH, the Board may from time to time make, amend, supplement or repeal
the By-laws by vote of a majority of the Board. Subject to Clause (b)(i)(B) of
Article FOURTH, the stockholders may change or amend or repeal a provision of



                                       36
<PAGE>

the By-laws only after obtaining each of the following votes: (i) the
affirmative vote of the holders of a majority of the voting power of the issued
and outstanding Voting Stock, voting as one class; (ii) if a Class B Director is
then entitled to be a member of the Special Committee, the affirmative vote of
the holders of a majority of the Class B Securities, voting together as a single
class; and (iii) if a Class C Director is then entitled to be a member of the
Special Committee, the affirmative vote of the holders of a majority of the
Class C Securities, voting together as a single class.

         SEVENTH: Unless and except to the extent that the By-laws of the
Corporation shall so require, the election of directors of the Corporation need
not be by written ballot.

         EIGHTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, provided that such action is
approved in the manner, and otherwise complies with the requirements, set forth
in this Certificate of Incorporation, and all rights conferred upon stockholders
herein are granted subject to this reservation. Notwithstanding the foregoing,
but subject to Clause (b)(i)(B) of Article FOURTH, the affirmative vote of the
holders of at least seventy five percent (75%) of the voting power of the issued
and outstanding Voting Stock, voting as one class, shall be required to amend or
repeal this Certificate of Incorporation.

         NINTH: A director of the Corporation, including a director acting
pursuant to Clauses (c) through (f) of Article FIFTH, shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability: (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) under Section 174 of the GCL; or (iv) for any
transaction from which the director derived an improper personal benefit. If the
GCL is amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the GCL, as so amended. Any repeal or modification of this provision shall be
prospective only and shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.

         TENTH: The Corporation, to the fullest extent permitted by Section 145
of the GCL, as the same may be amended and supplemented, shall indemnify all
directors and officers of the Corporation, and may indemnify any and all other
persons whom it shall have power to indemnify under said section, in any such
event from and against any and all of the expenses, liabilities or other matters
referred to in or covered by said section, and the indemnification provided for
herein shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.

         ELEVENTH: The provisions of Section 203 of the GCL shall not be
applicable to the Corporation.



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<PAGE>

                 IN WITNESS WHEREOF, America Online Latin America, Inc. has
caused its corporate seal to be affixed hereto and this Restated Certificate of
Incorporation, which restates, integrates and further amends the Restated
Certificate of Incorporation of the Corporation, and which has been duly adopted
by the stockholders and directors of the Corporation in accordance with Sections
242 and 245 of the GCL, to be signed by its Secretary as of the 14th day of
February, 2002.

                                         AMERICA ONLINE LATIN AMERICA, INC.


                                         By:  /s/ DAVID A. BRUSCINO
                                              ---------------------------------
                                              Name:  David A. Bruscino
                                              Title:  Secretary

[SEAL]










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