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                                                                   EXHIBIT 10.25




                               NINTH SUPPLEMENT TO

                              INTER-GROUP AGREEMENT

                                between and among

                                   AT&T CORP.,

                              on the one hand, and

                           LIBERTY MEDIA CORPORATION,

                             LIBERTY MEDIA GROUP LLC

                      and each Covered Entity listed on the

                             signature pages hereof,

                               on the other hand,

                            dated as of June 14, 2001
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                    NINTH SUPPLEMENT TO INTER-GROUP AGREEMENT

                  Agreement, dated as of June 14, 2001 (this "Agreement"),
between (i) AT&T Corp., a New York corporation ("AT&T"), for itself and on
behalf of the members of the Common Stock Group (which for purposes of
clarification shall also include the AT&T Wireless Group), (ii) Liberty Media
Corporation, a Delaware corporation ("LMC"), Liberty Media Group LLC, a Delaware
limited liability company, and for so long as such Covered Entity remains a
Covered Entity under the applicable provisions of the AT&T Charter Amendment or
is a Covered Entity immediately prior to the Split Off (as defined below), each
Covered Entity listed on the signature pages hereof (collectively with LMC, the
"Liberty Media Parties"), for themselves and, in the case of LMC, on behalf of
the other members of the Liberty Media Group, and (iii) solely for purposes of
Sections 2.3(b), 2.3(d) and 2.3(h) of this Agreement, AT&T Wireless Services,
Inc., a Delaware corporation and a wholly owned subsidiary of AT&T ("Wireless").
Capitalized terms used herein without definition have the meanings ascribed to
such terms in the Inter-Group Agreement (as hereinafter defined).

                  WHEREAS, AT&T and the Liberty Media Parties are parties to
that certain Inter-Group Agreement, dated as of March 9, 1999 (the "Inter-Group
Agreement"), as supplemented and modified by (i) the First Supplement to
Inter-Group Agreement, dated as of May 28, 1999, as such First Supplement has
been amended (the "First Supplement"), (ii) the Second Supplement to Inter-Group
Agreement, dated as of September 24, 1999 (the "Second Supplement"), (iii) the
Third Supplement to Inter-Group Agreement, dated as of October 20, 1999 (the
"Third Supplement"), (iv) the Fourth Supplement to Inter-Group Agreement, dated
as of December 6, 1999 (the "Fourth Supplement"), (v) the Fifth Supplement to
Inter-Group Agreement, dated as of December 10, 1999 (the "Fifth Supplement"),
(vi) the Sixth Supplement to Inter-Group Agreement, dated as of December 30,
1999 (the "Sixth Supplement"), (vii) the Seventh Supplement to Inter-Group
Agreement, dated as of July 25, 2000 (the "Seventh Supplement"), and (viii) the
Eighth Supplement to Inter-Group Agreement, dated as of November 20, 2000 (the
"Eighth Supplement," and collectively with the First Supplement, the Second
Supplement, the Third Supplement, the Fourth Supplement, the Fifth Supplement,
the Sixth Supplement, and the Seventh Supplement, the "Supplements"), which
establishes certain terms and conditions concerning the responsibilities and
obligations of each Group to the other as well as certain additional provisions
concerning the Groups' relationships with each other;

                  WHEREAS, the AT&T Charter Amendment permits AT&T to redeem all
of the issued and outstanding Class A AT&T Liberty Tracking Shares and Class B
AT&T Liberty Tracking Shares in exchange for shares of a corresponding series of
capital stock of LMC, which will constitute a Qualifying Subsidiary (as defined
in the AT&T Charter Amendment) after all of the assets and liabilities
attributed to the Liberty Media Group that are not currently held by LMC are
transferred to LMC immediately prior to the Split Off;
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                  WHEREAS, AT&T has announced, and each of the Liberty Media
Group Capital Stock Committee and the AT&T Board of Directors have resolved
their intent to pursue, a split off of LMC by means of the contribution of the
assets of Liberty Media Group not currently held by LMC to LMC and the
distribution of all of the capital stock of LMC in redemption of and exchange
for all of the outstanding AT&T Liberty Tracking Shares (the "Split Off");

                  WHEREAS, in connection with the Split Off LMC will increase
its authorized capital stock and reclassify its outstanding shares of common
stock into shares of Series A Common Stock, par value $.01 per share ("Series A
LMC Shares"), and shares of Series B Common Stock, par value $.01 per share
("Series B LMC Shares" and, together with the Series A LMC Shares, the "LMC
Common Shares");

                  WHEREAS, the Split Off will be effected in accordance with
paragraph 5(a) of Part B of Article Third of the AT&T Charter;

                  WHEREAS, AT&T and the Liberty Media Parties desire to further
supplement, modify and amend the Inter-Group Agreement, in the manner set forth
in this Agreement, (i) to establish the terms and conditions on which the Split
Off shall be effected and the respective obligations of the parties with respect
thereto, and (ii) to terminate certain provisions of the Inter-Group Agreement
as they relate to periods after the Split Off; and

                  WHEREAS, AT&T has announced its intent to distribute stock of
Wireless to the holders of Parent Common Shares (the "Wireless Distribution").

                  NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, and intending to be legally
bound hereby, AT&T, the Liberty Media Parties and, solely for purposes of
Sections 2.3(b), 2.3(d) and 2.3(h), Wireless hereby agree as follows:

                                   ARTICLE I
                       TRANSACTIONS PRIOR TO THE SPLIT OFF

                  SECTION 1.1 Pre-Split Off Restructuring Steps. Subject to
Section 2.5, each of the Liberty Media Group and the Common Stock Group shall
use its reasonable best efforts to take, or cause to be taken, the actions, and
effect, or cause to be effected, each of the transactions described in the IRS
Ruling that is to be taken prior to the Effective Time (the "Restructuring
Transactions") in the manner and at the respective times described therein. Each
of AT&T and LMC shall use its reasonable best efforts to take, and cause each of
its respective Subsidiaries to take, any and all required actions (whether as a
stockholder (or other interest holder) or through its respective representatives
on the board of directors (or comparable governing body) of the applicable
entity) to give effect to the Restructuring Transactions. In the event that any
of the Restructuring Transactions is or becomes illegal or impossible to take or
complete under applicable law, the applicable members of the Common Stock Group
and the Liberty Media Group shall use their commercially reasonable efforts to
take such other

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actions and/or complete such other transactions as may be required so as to
accomplish the respective intended results of and benefits to the Common Stock
Group and the Liberty Media Group from the Restructuring Transactions.

                  SECTION 1.2 Private Letter Ruling; Costs and Expenses.

                  (a) On December 11, 2000, AT&T filed with the Internal Revenue
Service (the "IRS") a request for rulings regarding certain federal income tax
consequences of the Split Off (the "Initial Request"), which was supplemented by
additional letters dated January 19, 2001, January 25, 2001, February 13, 2001,
March 6, 2001, March 12, 2001, March 23, 2001 and April 9, 2001 (the Initial
Request together with the foregoing supplements and all exhibits thereto, the
"Ruling Request"). A true and correct copy of the Ruling Request has been
delivered by AT&T to LMC. On April 10, 2001, AT&T obtained from the IRS the
rulings (the "IRS Ruling") requested in the Ruling Request.

                  (b) LMC shall be responsible for all costs and expenses
incurred by LMC or AT&T in connection with the Split Off, including, without
limitation, (i) the preparation of the Ruling Request and its filing with the
IRS, (ii) the preparation of all additional information and supplements to the
Ruling Request and the filing thereof with the IRS, (iii) the costs and expenses
of AT&T's and LMC's outside counsel, (iv) the consummation of the transactions
described in the IRS Ruling as "Step i - Contribution" and "Step ii - Controlled
Restructuring," (v) the preparation of the Registration Statement and its filing
with the Securities and Exchange Commission, and all amendments or supplements
thereto (including, without limitation, the registration fee paid to the SEC and
any filing, registration or other fees payable to state or foreign securities
commissions or agencies) and (vi) all third party fees, costs and expenses
incurred in connection with the printing of the Registration Statement
(including the Prospectus) and any ancillary materials and the mailing of the
Prospectus and any ancillary materials to holders of AT&T Liberty Tracking
Shares; provided, however, that LMC's responsibility for any such costs and
expenses incurred by AT&T shall not exceed $1,000,000 in the aggregate and shall
be payable following delivery to LMC of a reasonably itemized schedule setting
forth the details of such costs and expenses. AT&T shall be responsible for all
costs and expenses incurred by it in connection with the consummation of the
transactions described in the IRS Ruling as "Steps iii-xxxix - Distributing
Restructuring," except that LMC shall reimburse AT&T for $300,000 of such costs
and expenses.

                  SECTION 1.3 Notice of Redemption. On June 20, 2001, AT&T shall
mail to holders of AT&T Liberty Tracking Shares of record on June 14, 2001, the
following documents: (i) a Notice of Redemption in the form attached hereto as
Exhibit A (the "Notice of Redemption"); (ii) the Prospectus; and (iii) a cover
letter from a registered broker dealer to be chosen in the sole discretion of
LMC, provided, that, as of such mailing date, the IRS Ruling has not been
revoked in whole or in part nor modified in any manner, in each case materially
adverse to AT&T, LMC or the holders of AT&T Liberty Tracking Shares. Each of LMC
and AT&T has reviewed the Notice of Redemption and concurs that it complies with
the requirements of Article Third, Part B, of the Amended and Restated
Certificate of Incorporation of AT&T (the "AT&T

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Charter"); provided, that neither party shall have any liability to the other
for any deficiency in the Notice of Redemption.

                  SECTION 1.4 Registration Statement; Blue Sky.

                  (a) On February 21, 2001, LMC filed with the Securities and
Exchange Commission (the "SEC") a registration statement on Form S-1 (333-55998)
(the "Registration Statement") with respect to the LMC Common Shares to be
issued in connection with the Split Off. On March 30, 2001, LMC filed with the
SEC Amendment No. 1 to the Registration Statement ("Amendment No. 1"). On May
24, 2001, LMC filed with the SEC Amendment No. 2 to the Registration Statement
("Amendment No. 2"). A copy of each of the Registration Statement, Amendment No.
1 and Amendment No. 2 has been delivered by LMC to AT&T. Upon receipt of any
comments on the Registration Statement or any amendment thereto from the SEC,
LMC shall (i) furnish a copy of such comments to AT&T and its counsel, Wachtell,
Lipton, Rosen & Katz ("Wachtell Lipton"), (ii), as promptly as practicable,
prepare an amendment to the Registration Statement in response to such comments
and furnish a copy of such amendment to AT&T and Wachtell Lipton for their
review, and (iii) file such amendment, after consultation with Wachtell Lipton,
with the SEC. LMC shall use its reasonable best efforts to cause the
Registration Statement, as amended, to be declared effective by the SEC as
promptly as reasonably practicable (the amended Registration Statement, in the
form it is declared effective, is referred to herein as the "Final Registration
Statement"). LMC shall not file any amendment to the Registration Statement with
the SEC if AT&T or Wachtell Lipton shall reasonably object thereto on a timely
basis; provided, that LMC and AT&T shall use their reasonable best efforts
promptly to resolve such objections on a mutually satisfactory basis which will
permit such filing.

                  (b) LMC shall take all such action as may be necessary or
appropriate under the securities or blue sky laws of the United States (and any
comparable laws under any foreign jurisdiction) to permit the Split Off to be
effected in compliance, in all material respects, with such laws.

                  (c) As promptly as practicable after the date the Final
Registration Statement is declared effective by the SEC, LMC shall cause the
prospectus included in the Effective Registration Statement (the "Prospectus")
to be delivered to AT&T for mailing pursuant to Section 1.3 of this Agreement.

                  SECTION 1.5 Amended LMC Charter and Restated Bylaws. LMC will
cause all such action to be taken as may be necessary to cause the Amended and
Restated Certificate of Incorporation of LMC attached hereto as Exhibit B (the
"Amended LMC Charter") and the Restated Bylaws of LMC attached hereto as Exhibit
C to be adopted as the charter and bylaws of LMC, in each case effective as of
(and not before) the Effective Time (as defined below). AT&T shall cause its
subsidiary Liberty Ventures Group LLC ("LVG"), which is the sole stockholder of
LMC, to approve the Amended LMC Charter following its submission to LVG upon
recommendation of the board of directors of LMC. LMC shall file the Amended LMC
Charter, in accordance with the applicable provisions of the Delaware General
Corporation Law, with the

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Delaware Secretary of State at such time as will cause the Amended LMC Charter
to be effective as of the Effective Time.

                  SECTION 1.6 Board of Directors of LMC. Each of LMC and AT&T
shall cause to be taken all necessary action to cause the board of directors of
LMC, as of the Effective Time, to consist solely of the following persons
serving as directors of the following classes:

                  Class I:              Larry E. Romrell
                                        Jerome H. Kern

                  Class II:             Gary S. Howard
                                        Paul A. Gould

                  Class III:            John C. Malone
                                        Robert R. Bennett


                  SECTION 1.7 NYSE Listing. LMC shall prepare and file, and use
its reasonable best efforts to have approved, an application for the listing of
the LMC Common Shares to be issued in connection with the Split Off on the New
York Stock Exchange, Inc. ("NYSE"), subject only to official notice of issuance.

                                   ARTICLE II
                                  THE SPLIT OFF

                  SECTION 2.1 The Split Off. Subject to Section 2.5, AT&T and
LMC shall use their reasonable best efforts to effect the Split Off as of 9:00
a.m., East Coast Time (the "Effective Time"), on August 10, 2001 (the "Split Off
Date"). The Split Off shall be effected in accordance with the provisions of
paragraph 5(a) of Part B of Article Third of the AT&T Charter.

                  SECTION 2.2 Exchange Ratio; Reclassification.

                  (a) In the Split Off, the exchange ratio (the "Exchange
Ratio") for the redemption of the AT&T Liberty Tracking Shares in exchange for
LMC Common Shares shall be as follows: (i) each Class A AT&T Liberty Tracking
Share outstanding on the Split Off Date shall be redeemed in exchange for one
Series A LMC Share, and (ii) each share of Class B AT&T Liberty Tracking Share
outstanding on the Split Off Date shall be redeemed in exchange for one Series B
LMC Share.

                  (b) As of the Effective Time, LMC shall increase its
authorized capital stock and reclassify its common stock in the manner set forth
in Article IV of the Amended LMC Charter, and shall thereafter issue and deliver
to AT&T (or, at its direction, the Exchange Agent (as defined below)) a number
of duly authorized, validly issued, fully paid and non-assessable Series A LMC
Shares and Series B LMC Shares as shall in the aggregate be sufficient to effect
the Split Off at the Exchange Ratio.


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                  SECTION 2.3 Treatment of Outstanding Options and SARs. Except
as otherwise set forth on Schedule 2.3:

                  (a) Certain persons who (i) are officers, employees or
consultants of one or more of the Liberty Media Parties or their respective
subsidiaries or (ii) are no longer officers, employees or consultants of any of
the Liberty Media Parties or their respective subsidiaries but who served in
such capacity on the date of such persons' last employment by either Group
(each, a "LMC Stock Incentive Holder") have been granted or hold (A) options to
purchase from AT&T Class A AT&T Liberty Tracking Shares ("LMG Tracking
Options"), (B) stock appreciation rights with respect to Class A AT&T Liberty
Tracking Shares ("LMG Tracking SARs") and/or (C) shares of restricted stock
consisting of Class A AT&T Liberty Tracking Shares ("LMG Restricted Tracking
Stock" and, collectively with LMG Tracking Options and LMG Tracking SARs, "LMG
Stock Incentives"). Each of LMC and AT&T shall use its reasonable best efforts
to take such actions as may be required pursuant to the applicable provisions
of:

                           (i) any agreement entered into with an LMC Stock
                           Incentive Holder relating to LMG Tracking Options
                           that are outstanding as of the Effective Time (and
                           the applicable provisions of any stock incentive
                           plans pursuant to which they were granted) and held
                           by an LMC Stock Incentive Holder, to cause such
                           option effective as of the Effective Time to become
                           (or, if necessary, exchange each such LMG Tracking
                           Option for) an option to purchase from LMC a number
                           of Series A LMC Shares equal to the number of Class A
                           AT&T Liberty Tracking Shares for which such LMG
                           Tracking Option is exercisable immediately prior to
                           the Effective Time, at the same exercise price and on
                           substantially the same other terms as apply,
                           immediately prior to the Effective Time, to such LMG
                           Tracking Option (with references to AT&T in the
                           operative option agreement documents generally being
                           replaced with references to LMC as necessary to carry
                           out the purpose of this Section 2.3);

                           (ii) any agreement entered into with an LMC Stock
                           Incentive Holder relating to LMG Tracking SARs that
                           are outstanding as of the Effective Time (and the
                           applicable provisions of any stock incentive plans
                           pursuant to which they were granted) and held by an
                           LMC Stock Incentive Holder, to cause such stock
                           appreciation right effective as of the Effective Time
                           to become (or, if necessary, exchange each such LMG
                           Tracking SAR for) a stock appreciation right from LMC
                           with respect to a number of Series A LMC Shares equal
                           to the number of Class A AT&T Liberty Tracking Shares
                           as to which such LMG Tracking SAR is exercisable
                           immediately prior to the Effective Time, at the same
                           exercise price and on substantially the same other
                           terms as apply, immediately prior to the Effective
                           Time, to such LMG Tracking SAR (with references to
                           AT&T in the operative LMG Tracking SAR agreement
                           documents generally being replaced with references to
                           LMC as necessary to carry out the purpose of this
                           Section 2.3); and


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                           (iii) any agreement (a "LMG Restricted Stock
                           Agreement") entered into with an LMC Stock Incentive
                           Holder relating to any shares of LMG Restricted
                           Tracking Stock that are outstanding as of the
                           Effective Time (and the applicable provisions of any
                           stock incentive plans pursuant to which they were
                           granted), to cause (w) such LMG Tracking Restricted
                           Stock Agreement, and all of AT&T's rights and
                           obligations thereunder, to be assigned to and assumed
                           by LMC (effective as of the Effective Time) (with
                           references to LMG Restricted Tracking Stock in the
                           operative LMG Restricted Stock Agreements documents
                           being replaced with references to LMC Restricted
                           Stock as necessary to carry out the purpose of this
                           Section 2.3), (x) the issued and outstanding shares
                           of LMG Restricted Tracking Stock subject to such LMG
                           Restricted Stock Agreement to be redeemed at the
                           Effective Time in exchange for an equal number of
                           shares of restricted stock consisting of Series A LMC
                           Shares ("LMC Restricted Stock") and (y) all shares of
                           LMG Tracking Restricted Stock beneficially owned by
                           such LMC Stock Incentive Holders in the possession of
                           AT&T as of the Effective Date (represented by stock
                           certificates representing former shares of LMG
                           Restricted Tracking Stock) to be promptly delivered
                           to the custody of LMC's General Counsel. Upon
                           assignment by AT&T of each LMG Restricted Stock
                           Agreement, and its obligations thereunder, to LMC and
                           the delivery to LMC of any and all stock certificates
                           representing former shares of LMG Restricted Tracking
                           Stock that are in AT&T's possession, AT&T shall be
                           released from, and shall have no further obligations
                           under, such LMG Restricted Stock Agreement. AT&T
                           agrees to deliver to the possession of LMC's General
                           Counsel, promptly following the date hereof, all
                           shares of LMG Restricted Tracking Stock issued by
                           AT&T, outstanding, beneficially owned by LMC Stock
                           Incentive Holders and held in the possession of AT&T,
                           if any, in each case as of the date hereof.

                  (b) Certain persons who are LMC Stock Incentive Holders have
been granted or hold (A) options to purchase from AT&T Parent Common Shares
("AT&T Options"), (B) stock appreciation rights with respect to Parent Common
Shares ("AT&T SARs"), and/or (C) shares of restricted stock consisting of Parent
Common Shares ("AT&T Restricted Stock" and, collectively with AT&T Options and
AT&T SARs, "AT&T Stock Incentives"). Each of LMC and AT&T shall use its
reasonable best efforts to take such actions as may be required pursuant to the
applicable provisions of:

                           (i) any agreement entered into with an LMC Stock
                           Incentive Holder relating to AT&T Options that are
                           outstanding as of the Effective Time (and the
                           applicable provisions of any stock incentive plans
                           pursuant to which they were granted) and held by an
                           LMC Stock Incentive Holder, to cause such option
                           effective as of the Effective Time to become (or, if
                           necessary, exchange each such AT&T Option for) an
                           option to purchase from LMC ("LMC/AT&T Options") the

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                           number of Parent Common Shares for which such AT&T
                           Option is exercisable immediately prior to the
                           Effective Time, at the same exercise price and on
                           substantially the same other terms as apply,
                           immediately prior to the Effective Time, to such AT&T
                           Option (with references to AT&T in the operative
                           option agreement documents generally being replaced
                           with references to LMC as necessary to carry out the
                           purposes of this Section 2.3);

                           (ii) any agreement entered into with an LMC Stock
                           Incentive Holder relating to AT&T SARs that are
                           outstanding as of the Effective Time (and the
                           applicable provisions of any stock incentive plans
                           pursuant to which they were granted) and held by an
                           LMC Stock Incentive Holder, to cause such stock
                           appreciation right effective as of the Effective Time
                           to become (or, if necessary, exchange each such AT&T
                           SAR for) a stock appreciation right from LMC
                           ("LMC/AT&T SARs" and, together with LMC/AT&T Options,
                           "LMC/AT&T Stock Incentives") with respect to the
                           number of Parent Common Shares for which such AT&T
                           SAR is exercisable immediately prior to the Effective
                           Time, at the same exercise price and on substantially
                           the same other terms as apply, immediately prior to
                           the Effective Time, to such AT&T SAR (with references
                           to AT&T in the operative AT&T SAR agreement documents
                           generally being replaced with references to LMC as
                           necessary to carry out the purpose of this Section
                           2.3); and

                           (iii) any agreement (an "AT&T Restricted Stock
                           Agreement") entered into with an LMC Stock Incentive
                           Holder relating to any shares of AT&T Restricted
                           Stock that are outstanding as of the Effective Time
                           (and the applicable provisions of any stock incentive
                           plans pursuant to which they were granted), to cause
                           (x) such AT&T Restricted Stock Agreement, and all of
                           AT&T's rights and obligations thereunder, to be
                           assigned to and assumed by LMC (effective as of the
                           Effective Time) and (y) all shares of AT&T Restricted
                           Stock beneficially owned by such LMC Stock Incentive
                           Holders in the possession of AT&T as of the Effective
                           Time to be promptly delivered to the custody of LMC's
                           General Counsel. Upon assignment by AT&T of each AT&T
                           Restricted Stock Agreement, and its obligations
                           thereunder, to LMC and the delivery to LMC of any and
                           all shares of AT&T Restricted Stock subject thereto
                           that are in AT&T's possession, AT&T shall be released
                           from, and shall have no further obligations under,
                           such AT&T Restricted Stock Agreement, other than the
                           obligation to cause any restrictive legends on such
                           shares to be removed at such time as the shares have
                           fully vested and the relevant LMC Stock Incentive
                           Holder has requested the removal thereof. AT&T agrees
                           to deliver to the possession of LMC's General
                           Counsel, promptly following the date hereof, all
                           shares of AT&T Restricted Stock issued by AT&T,
                           outstanding, beneficially owned by LMC Stock
                           Incentive Holders and held in the possession of AT&T,
                           in each

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                           case as of the date hereof. LMC agrees to return to
                           AT&T all shares of AT&T Restricted Stock that were
                           previously delivered to LMC's General Counsel on
                           behalf of any LMC Stock Incentive Holders and fail to
                           vest, as soon as reasonably practicable following
                           such failure to vest.

In the event that the Wireless Distribution occurs prior to the Split Off, (A)
references in this Section 2.3(b) to the following terms shall be modified as
follows: (1) "AT&T Options" shall include any options to purchase shares of
Wireless ("Wireless Shares") into which the AT&T Options are adjusted as a
result of the Wireless Distribution; (2) "LMC/AT&T Options" shall include
options to purchase from LMC the number of Wireless Shares for which the AT&T
Options are exercisable immediately prior to the Effective Time; (3) "AT&T SARs"
shall include any stock appreciation rights with respect to Wireless Shares into
which the AT&T SARs are adjusted as a result of the Wireless Distribution; (4)
"LMC/AT&T SARs" shall include any stock appreciation rights from LMC with
respect to the number of Wireless Shares for which the AT&T SARs are exercisable
immediately prior to the Effective Time; (5) "AT&T Restricted Stock" shall
include any restricted Wireless Shares into which the shares of AT&T Restricted
Stock are adjusted as a result of the Wireless Distribution; and (6) "AT&T"
shall include Wireless to the extent any rights or obligations of AT&T set forth
in this Section 2.3(b) relate to Wireless Shares; and (B) references in Section
2.3(d) to LMC/AT&T Stock Incentives shall be modified in accordance with the
modifications made in clause (A) above. In addition, references to Wireless in
any operative documents shall generally be replaced with references to LMC, as
necessary to carry out the purposes of this Section 2.3(b).

Upon exercise of a LMC/AT&T Stock Incentive by a LMC Stock Incentive Holder
after the Effective Time, LMC shall be solely responsible for the delivery of
Parent Common Shares, cash or other properties or securities, as the case may
be, in settlement of the exercise of such LMC/AT&T Stock Incentive. Following
delivery by AT&T of the requisite number of shares of AT&T Restricted Stock
beneficially owned by such LMC Stock Incentive Holders in its possession to LMC,
LMC shall be solely responsible for the delivery of such shares of AT&T
Restricted Stock, cash or other properties or securities, as the case may be, to
LMC Stock Incentive Holders in accordance with the terms of the applicable AT&T
Restricted Stock Agreement assigned to LMC (as such agreement may be amended
from time to time after the Effective Time).

                  (c) Certain persons who (i) are officers, employees or
consultants of AT&T or its subsidiaries (other than the Liberty Media Parties or
their respective subsidiaries) or (ii) are no longer officers, employees or
consultants of AT&T or such subsidiaries but who served in such capacity on the
date of such persons' last employment by either Group (each, an "AT&T Stock
Incentive Holder") have been granted or hold LMG Stock Incentives. Each of AT&T
and LMC shall use its reasonable best efforts to take such actions as may be
required pursuant to the applicable provisions of:


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                           (i) any agreement entered into with an AT&T Stock
                           Incentive Holder relating to LMG Tracking Options
                           that are outstanding as of the Effective Time (and
                           the applicable provisions of any stock incentive
                           plans pursuant to which they were granted) and held
                           by an AT&T Stock Incentive Holder, to cause such
                           option effective as of the Effective Time to become
                           (or, if necessary, exchange each such LMG Tracking
                           Option for) an option to purchase from AT&T
                           ("AT&T/LMC Options") a number of Series A LMC Shares
                           equal to the number of Class A AT&T Liberty Tracking
                           Shares for which such LMG Tracking Option is
                           exercisable immediately prior to the Effective Time,
                           at the same exercise price and on substantially the
                           same other terms as apply, immediately prior to the
                           Effective Time, to such LMG Tracking Option; and

                           (ii) any agreement entered into with an AT&T Stock
                           Incentive Holder relating to LMG Tracking SARs that
                           are outstanding as of the Effective Time (and the
                           applicable provisions of any stock incentive plans
                           pursuant to which they were granted) and held by an
                           AT&T Stock Incentive Holder, to cause such stock
                           appreciation right effective as of the Effective Time
                           to become (or, if necessary, exchange each such LMG
                           Tracking SAR for) a stock appreciation right from
                           AT&T ("AT&T/LMC SARs," and together with AT&T/LMC
                           Options, "AT&T/LMC Stock Incentives") with respect to
                           a number of Series A LMC Shares equal to the number
                           of Class A AT&T Liberty Tracking Shares as to which
                           such LMG Tracking SAR is exercisable immediately
                           prior to the Effective Time, at the same exercise
                           price and on substantially the same other terms as
                           apply, immediately prior to the Effective Time, to
                           such LMG Tracking SAR.

Upon exercise of an AT&T/LMC Stock Incentive by an AT&T Stock Incentive Holder
after the Effective Time, AT&T shall be solely responsible for the delivery of
Series A LMC Shares, cash or other properties or securities, as the case may be,
in settlement of the exercise of such AT&T/LMC Stock Incentive.

                  (d) Subject to AT&T's compliance with its obligations under
this Section 2.3, LMC shall indemnify and hold harmless AT&T (and/or, if
applicable, Wireless) for any failure by LMC to satisfy any payment or other
delivery obligation of LMC in connection with the settlement, exercise or
vesting of any LMC/AT&T Stock Incentive or in the event AT&T (and/or, if
applicable, Wireless) otherwise satisfies any such payment or other delivery
obligation of LMC (with the prior consent of LMC) in connection with the
settlement, exercise or vesting of any LMC/AT&T Stock Incentive. Subject to
LMC's compliance with its obligations under this Section 2.3, AT&T shall
indemnify and hold harmless LMC for any failure by AT&T to satisfy any payment
or other delivery obligation of AT&T in connection with the settlement, exercise
or vesting of any AT&T/LMC Stock Incentive or in the event LMC otherwise
satisfies any such payment or other delivery obligation of AT&T (with the prior
consent of AT&T) in connection with the settlement, exercise or vesting of any
AT&T/LMC Stock Incentive.


                                       10
<PAGE>   12
                  (e) Attached as Schedule 2.3(e) is a list of the outstanding
LMG Stock Incentives as of February 28, 2001. LMC shall deliver to AT&T a
corresponding schedule as of June 30, 2001 and the Effective Time, in each case
as soon as reasonably practicable (but in any event within 20 business days)
following such day or time.

                  (f) AT&T hereby agrees to provide payment to LMC, immediately
prior to the Effective Time, in the amount listed on Schedule 2.3(f) for
consideration owed to LMC as a result of exercises by AT&T Stock Incentive
Holders of LMG Tracking Options, which amount has been offset for consideration
due AT&T as a result of the exercise by a LMC Stock Incentive Holder of AT&T
Options, in each case as set forth on such schedule. AT&T and LMC hereby agree
to notify the other promptly of any option exercises which would have been
reflected on such schedule but for the occurrence of such exercises following
April 19, 2001, and to adjust the consideration due pursuant to Schedule 2.3(f)
accordingly.

                  (g) AT&T and LMC hereby acknowledge and agree that there are
no shares of LMC Restricted Stock held by any AT&T Stock Incentive Holders as of
the date hereof, and no such shares shall be granted prior to the Effective
Time.

                  (h) The parties agree to cooperate with each other in order
for the provisions of this Section 2.3 to be effectuated, including without
limitation providing notice to the other party of any adjustments to outstanding
Stock Incentives and vesting and forfeiture of restricted stock.

                  SECTION 2.4 Exchange Agent; Letter of Transmittal.

                  (a) LMC and AT&T shall, prior to the Split Off Date, enter
into a mutually acceptable agreement with an exchange agent jointly designated
by them (the "Exchange Agent") to act as exchange agent with respect to the
Split Off. LMC shall prepare a form of letter of transmittal (which shall
specify that delivery shall be effected, and risk of loss and title to AT&T
Liberty Tracking Shares shall pass, only upon proper delivery of the
certificates representing such shares to the Exchange Agent) with instructions
for use in effecting the surrender of shares of AT&T Liberty Tracking Shares
(the "Letter of Transmittal"). The Letter of Transmittal shall be mailed by
Liberty to holders of AT&T Liberty Tracking Shares of record as of the closing
of the stock transfer books for the AT&T Liberty Tracking Shares in accordance
with Section 2.4(b).

                  (b) At and after the Effective Time, there shall be no further
transfers on the stock transfer books of AT&T of AT&T Liberty Tracking Shares
redeemed in exchange for LMC Common Shares pursuant to the Split Off, and such
stock transfer books shall, as of the Effective Time, be closed. LMC Common
Shares that are exchanged in redemption of AT&T Liberty Tracking Shares shall be
deemed to have been issued as of the Effective Time; provided, that until the
surrender of a certificate representing AT&T Liberty Tracking Shares for LMC
Common Shares, Liberty may withhold and accumulate any dividends or distribution
which become payable with respect to such LMC Common Shares pending the
surrender of such certificate.


                                       11
<PAGE>   13
                  SECTION 2.5 Conditions to Split Off.

                  (a) Nonwaivable Condition Precedent to the Respective
Obligations of AT&T and LMC. The respective obligations of AT&T and LMC to
consummate the transactions contemplated hereby, including the Split Off, are
subject to the satisfaction at or prior to the Effective Time, as applicable, of
the following condition, which condition may not be waived by AT&T and LMC:

                  AT&T shall have obtained a private letter ruling with respect
                  to the U.S. federal income tax consequences of the Split Off,
                  in form and substance reasonably satisfactory to AT&T and LMC,
                  which, as of the Effective Time, shall not have been revoked
                  in whole or in part nor modified in any manner, in each case
                  materially adverse to AT&T, LMC or the holders of the AT&T
                  Liberty Tracking Shares, and all transactions described in
                  such ruling that are to be taken prior to the Effective Time
                  shall have been taken prior to, and be in effect as of, the
                  Effective Time.

Each of AT&T and LMC hereby acknowledges that the IRS Ruling is reasonably
satisfactory to it for purposes of the foregoing condition.

                  (b) Waivable Conditions Precedent to the Respective
Obligations of AT&T and LMC. The respective obligations of AT&T and LMC to
consummate the transactions contemplated hereby, including the Split Off, are
subject to the satisfaction at or prior to the Effective Time, as applicable, of
the following conditions, which may be waived only by the agreement of AT&T and
LMC:

                           (i) AT&T shall have obtained a private letter ruling
                           with respect to the U.S. federal income tax
                           consequences of the Split Off, in form and substance
                           reasonably satisfactory to AT&T and LMC, which, as of
                           the Effective Time, shall not have been revoked in
                           whole or in part nor modified in any manner, in each
                           case adverse to AT&T, LMC or the holders of the AT&T
                           Liberty Tracking Shares, and all transactions
                           described in such ruling that are to be taken prior
                           to the Effective Time shall have been taken prior to,
                           and be in effect as of, the Effective Time.

                           (ii) The Final Registration Statement shall have been
                           declared effective by the SEC, and shall not be
                           subject to any stop order issued by the SEC.

                           (iii) No order, injunction or decree issued by any
                           court or agency of competent jurisdiction or other
                           legal restraint or prohibition preventing
                           consummation of the Split Off shall be in effect.

                           (iv) The LMC Common Shares shall have been accepted
                           for listing on the NYSE, subject only to official
                           notice of issuance.


                                       12
<PAGE>   14
                           (v) No events or developments shall have occurred
                           that, in the judgment of the Board of Directors of
                           AT&T and the Capital Stock Committee, would result in
                           the Split Off having a material adverse effect on
                           AT&T or the holders of the AT&T Liberty Tracking
                           Shares.

                  (c) Without giving rise to any duty on the part of AT&T, the
Board of Directors of AT&T, the Capital Stock Committee, LMC or the Board of
Directors of LMC, as applicable, to waive any of the conditions to the Split Off
set forth in Section 2.5(b), AT&T and LMC covenant and agree to use their
reasonable best efforts to satisfy the conditions to the Split Off set forth in
this Section 2.5.

                                  ARTICLE III
           TERMINATION OF SELECTED PROVISIONS OF INTER-GROUP AGREEMENT

                  SECTION 3.1 Termination of Specified Provisions. Effective
simultaneously with the Effective Time on the Split Off Date, the following
sections of the Inter-Group Agreement (including, subject to Section 3.2, any
substantially identical section or subsection of a Supplement or any section or
subsection of a Supplement that amends, expands, constricts or otherwise alters
such sections of the Inter-Group Agreement) will be deleted without any further
action required by AT&T and LMC and will thereafter be of no further force and
effect (except that this Section shall not relieve any party of any liability
for any breach prior to the Effective Time):

                  (a) Article 1, Section 1.3(b), Indebtedness.

                  (b) Article 1, paragraph (ii) of Section 1.4(a), Liabilities;
Allocation of Certain Expenses; Indemnification, except for the first full
sentence of paragraph (ii).

                  (c) Article 1, Section 1.6, clauses (a), (b) and (d), LMC
Stock and AT&T Liberty Tracking Stock Issuances and Repurchases.

                  (d) Article 1, Section 1.10(c), AT&T SEC Filings; Financial
Statements; Cooperation.

                  (e) Article 1, Section 1.11, Restricted Actions of the Common
Stock Group.

                  (f) Article 1, Section 1.12, Restricted Actions of the Liberty
Media Group.

                  (g) Article 1, Section 1.13, Telewest Communications plc.

                  (h) Article 1, Section 1.14, GI Warrants.

                  (i) Article 1, Section 1.15, AT&T Board of Directors.

                  (j) Article 1, Section 1.16, Tax Law Change.


                                       13
<PAGE>   15
                  (k) Article 4, Section 4.8, Termination.

                  SECTION 3.2 Treatment of Agreements.

                  (a) Except as expressly set forth herein, the Inter-Group
Agreement and each Supplement thereto and all amendments and supplements thereto
shall remain in full force and effect (notwithstanding Section 4.8 of the
Inter-Group Agreement or any other provision thereof or of any Supplement or any
other amendment or agreement that purports to terminate the Inter-Group
Agreement or any such Supplement) except that under no circumstances will AT&T
or any member of the Common Stock Group have any obligation to deliver or issue
any Class A AT&T Liberty Tracking Shares or Class B AT&T Liberty Tracking Shares
after the Effective Time.

                  (b) Without limiting the generality of the foregoing or of
Section 1.4(a) of the Inter-Group Agreement, LMC, on behalf of itself and each
member of the Liberty Media Group, hereby acknowledges that any Liabilities
resulting from the actions taken by the Compensation Committee of the Board of
Directors of LMC on February 27, 2001 with respect to the stock incentive
programs of the Liberty Media Group, including the approval of the Liberty Media
Incentive Plan Committee (which is a subcommittee of the Capital Stock Committee
of the Board of Directors of AT&T) of the 2001 executive incentive program of
the Liberty Media Group and the acceleration of certain options to purchase AT&T
Liberty Tracking Shares, shall be the Liabilities of the Liberty Media Group.

                  (c) Notwithstanding anything to the contrary in this Agreement
(other than Section 5.3 hereof), the Inter-Group Agreement or any Supplement, to
the extent that any of the terms hereof (other than Section 5.3) are
inconsistent with any other agreement between AT&T and LMC existing on or after
the date hereof, including, without limitation, the Tax Sharing Agreement (as
the same has been amended prior to, and may be amended following, the date
hereof, the "Tax Sharing Agreement"), the terms of such other agreement,
including, without limitation, the Tax Sharing Agreement shall govern.

                  SECTION 3.3 Indemnification. Section 1.4(a)(i)(C) of the
Inter-Group Agreement notwithstanding, each of the Liberty Media Parties agrees
jointly and severally to indemnify, defend and hold harmless AT&T, each member
of the Common Stock Group and each of their respective directors, officers and
employees, and each of the heirs, executors, successors and assigns of any of
the foregoing (collectively, the "AT&T Indemnities"), from and against any and
all Liabilities of the AT&T Indemnitees, whether arising prior to, on or after
the date of the Split Off, insofar as such Liabilities arise out of or are based
upon the consummation of the transactions described in the IRS Ruling as "Step i
- Contribution" and "Step ii - Controlled Restructuring."

                  SECTION 3.4 Confidentiality.

                  (a) LMC, on behalf of itself and each member of the Liberty
Media Group, and AT&T, on behalf of itself and each member of the Common Stock
Group,

                                       14
<PAGE>   16
agrees to hold, and to cause its respective directors, officers, employees,
agents, accountants, counsel and other advisors and representatives to hold, in
strict confidence, all Information (as defined below) concerning the other
Group, and not to release or disclose any Information concerning the other Group
that is either in its possession or furnished to it at any time prior to the
Effective Time, and shall not use any such Information other than for such
purposes as shall be expressly permitted in writing, except, in each case, to
the extent that such Information has been (i) in the public domain through no
fault of such party or any member of such Group or any of their respective
directors (other than, (i) with respect to AT&T, any director of AT&T appointed
pursuant to Section 1.15 of the Inter-Group Agreement, and (ii) with respect to
LMC, any director of LMC designated as a Class A Director prior to the Split
Off), officers, employees, agents, accountants, counsel and other advisors and
representatives, (ii) later lawfully acquired from other sources by such party
(or any member of such party's Group) which sources are not themselves bound by
a confidentiality obligation or (iii) independently generated without reference
to any proprietary or confidential Information of the other party. Without
limiting the foregoing, when any Information is no longer needed for the express
permitted purposes, the party in possession of such Information will promptly
either return to the other party all Information in a tangible form (including
all copies thereof and all notes, extracts or summaries based thereon) or
certify to such other party that they have destroyed such Information (and such
copies thereof and such notes, extracts or summaries based thereon).

                  (b) In the event that LMC, on behalf of itself and each member
of the Liberty Media Group, or AT&T, on behalf of itself and each member of the
Common Stock Group, determines on the advice of its counsel that it is required
to disclose any Information concerning the other pursuant to applicable law
(other than securities laws or rules and regulations of self regulatory
organizations) or receives any demand under lawful process or from any
Governmental Authority to disclose or provide any such Information, it shall
notify the other party prior to disclosing or providing such Information and
shall cooperate at the expense of the requesting party in seeking any reasonable
protective arrangements requested by such other party, including confidential
treatment of such Information. Subject to the foregoing, the requesting party
may thereafter disclose or provide Information to the extent required by such
law (as so advised by counsel) or by lawful process or such Governmental
Authority. In the event that any party determines that it is required to
disclose any Information concerning the other pursuant to applicable securities
laws or rules or regulations of self regulatory organizations, it shall make
such disclosure only after giving the other party notice of, and an opportunity
to comment on, such disclosure, and solely in the case of disclosure that is not
required to be made public, after requesting confidential treatment of such
disclosure.

                  (c) For purposes hereof, "Information" means proprietary or
confidential information, whether or not patentable or copyrightable, in
written, oral, electronic or other tangible or intangible forms, stored in any
medium, including studies, reports, records, books, contracts, instruments,
surveys, discoveries, ideas, concepts, know-how, techniques, designs,
specifications, drawings, blueprints, diagrams, models, prototypes, samples,
flow charts, data, computer data, disks, diskettes, tapes, computer

                                       15
<PAGE>   17
programs or other software, marketing plans, customer names, communications by
or to attorneys (including attorney-client privileged communications), memos and
other materials prepared by attorneys or under their direction (including
attorney work product), and other technical, financial, employee or business
information or data.

                                   ARTICLE IV
                                   DEFINITIONS

                  SECTION 4.1 Other Definitional Provisions. The language used
in this Agreement shall be deemed to be the language chosen by the parties to
express their mutual intent, and no rule of strict construction shall be applied
against any party. Any references to any statute or law shall also refer to all
rules and regulations promulgated thereunder, unless the context requires
otherwise. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words "include,"
"includes," and "including" shall be deemed to be followed by the phrase
"without limitation". The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Article and
Section references are to this Agreement unless otherwise specified. The
meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms. Unless the context shall otherwise
require, any references to any agreement or other instrument or statute or
regulation are to it as amended and supplemented from time to time (and, in the
case of a statute or regulation, to any successor provisions). Any reference in
this Agreement to a "day" or number of "days" (without the explicit
qualification of "business") shall be interpreted as a reference to a calendar
day or number of calendar days. If any action or notice is to be taken or given
on or by a particular calendar day, and such calendar day is not a business day,
then such action or notice shall be deferred until, or may be taken or given on,
the next business day.

                                   ARTICLE V
                                  MISCELLANEOUS

                  SECTION 5.1 Notices. All notices, requests, demands or other
communications required by or otherwise with respect to this Agreement shall be
in writing and shall be deemed to have been given to any party when delivered
personally (by courier service or otherwise), when delivered by telecopy and
confirmed by return telecopy, or upon the receipt after being mailed by
first-class mail, postage prepaid and return receipt requested in each case to
the applicable addresses set forth below:

                  If to AT&T or any member of the Common Stock Group:

                           AT&T Corp.
                           295 North Maple Avenue
                           Basking Ridge, New Jersey 07920
                           Attention:  Vice President-Law and
                                       Corporate Secretary
                           Facsimile:  (908) 221-6618


                                       16
<PAGE>   18
                  with a copy to:

                           Wachtell, Lipton, Rosen & Katz
                           51 West 52nd Street
                           New York, New York 10019
                           Attention:  Steven A. Rosenblum, Esq.
                           Facsimile:  (212) 403-2000

                  If to LMC or any member of the Liberty Media Group:

                           Liberty Media Corporation
                           9197 South Peoria Street
                           Englewood, Colorado 80112
                           Attention:  Charles Y. Tanabe, Esq.
                           Facsimile:  (720) 875-5382

                  with a copy to:

                           Baker Botts L.L.P.
                           599 Lexington Avenue
                           New York, New York 10022
                           Attention:  Robert W. Murray Jr., Esq.
                           Facsimile:  (212) 705-5125

                  If to Wireless:

                           AT&T Wireless Services, Inc.
                           7277 164th Avenue N.E., Building 1
                           Redmond, Washington 98052
                           Attention:  General Counsel
                           Facsimile:  (425) 580-8333

                  with a copy to:

                           Wachtell, Lipton, Rosen & Katz
                           51 West 52nd Street
                           New York, New York 10019
                           Attention:  Steven A. Rosenblum, Esq.
                           Facsimile:  (212) 403-2000


or such address as such party shall have designated by notice so given to each
other party.


                                       17
<PAGE>   19
                  SECTION 5.2 Amendments: No Waivers.

                  (a) This Agreement shall be amended, changed, supplemented,
waived or otherwise modified only by an instrument in writing signed by each of
AT&T and LMC.

                  (b) No failure or delay by any party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.

                  SECTION 5.3 Successors and Assigns. Except as expressly
provided herein, neither this Agreement nor any of the rights or obligations
under this Agreement shall be assigned, in whole or in part, by any party
without the prior written consent of each of LMC and AT&T, which consent shall
not be unreasonably withheld. Notwithstanding the foregoing and notwithstanding
anything to the contrary in the Inter-Group Agreement, the Tax Sharing Agreement
or any of the supplements or amendments of any of the foregoing, each of the
parties recognizes and agrees, for itself and on behalf of the members of its
Group, that the Common Stock Group contemplates additional restructurings under
which all or a portion of one or more of the businesses of the Common Stock
Group may be distributed to AT&T's shareholders. Upon the consummation of the
relevant step of the restructurings, the parties agree for purposes of
clarification that each Person that is or would be entitled to indemnification
or similar rights under this Agreement or the Tax Sharing Agreement (including
in each case the amendments thereto dated prior to or following the date hereof)
if all or any portion of such restructuring did not occur shall remain and be
entitled to indemnification and other similar rights as if all or any portion of
such restructuring did not occur. Without limiting the foregoing and
notwithstanding anything to the contrary in the Tax Sharing Agreement, AT&T
shall be entitled to permit, as it deems appropriate, the parent company of
AT&T's Business Services Group to take any actions that AT&T is otherwise
entitled or required to take pursuant to the Tax Sharing Agreement.

                  SECTION 5.4 Governing Law; Consent to Jurisdiction. This
Agreement and all disputes hereunder shall be governed by and construed and
enforced in accordance with the internal laws of the State of Delaware, without
regard to the principles of conflicts of laws. Each party hereto irrevocably and
unconditionally consents to submit to the exclusive jurisdiction of the United
States District Court for the District of Delaware or the Chancery Court of the
State of Delaware in any action, suit or proceeding arising in connection with
this Agreement, and agrees that any such action, suit or proceeding shall be
brought only in such court (and waives any objection based on forum non
coveniens or any other objection to venue therein); provided, however, that such
consent to jurisdiction is solely for the purpose referred to in this Section
5.4 and shall not be deemed to be a general submission to the jurisdiction of
said courts or of the State of Delaware other than for such purpose. AT&T and
LMC each hereby waive any right to a trial by jury in connection with any such
action, suit or proceeding.


                                       18
<PAGE>   20
                  SECTION 5.5 Counterparts; Effectiveness. This Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one instrument. This
Agreement shall become effective when each party hereto shall have received
counterparts thereof signed by the other party hereto.

                  SECTION 5.6 Specific Performance. Each of AT&T and LMC
acknowledges and agrees that money damages are not an effective remedy for
violations of this Agreement and that any party may, in its sole discretion,
apply to a court of competent jurisdiction for specific performance or
injunctive or such other relief as such court may deem just and proper in order
to enforce this Agreement or prevent any violation hereof and, to the extent
permitted by applicable Law, each party waives any objection to the imposition
of such relief.

                  SECTION 5.7 Remedies Cumulative. All rights, powers and
remedies provided under this Agreement or otherwise available in respect hereof
at law or in equity shall be cumulative and not alternative, and the exercise or
beginning of the exercise of any thereof by any party shall not preclude the
simultaneous or later exercise of any other such right, power or remedy by such
party.

                  SECTION 5.8 Severability. In case any provision in this
Agreement shall be held invalid, illegal or unenforceable in a jurisdiction,
such provision shall be modified or deleted, as to the jurisdiction involved,
only to the extent necessary to render the same valid, legal and enforceable,
and the validity, legality and enforceability of the remaining provisions hereof
shall not in any way be affected or impaired thereby nor shall the validity,
legality or enforceability of such provision be affected thereby in any other
jurisdiction.

                  SECTION 5.9 Cooperation. Each of AT&T and LMC covenants and
agrees with the other to use its reasonable best efforts to cause each member of
the Common Stock Group and each member of the Liberty Media Group, respectively,
to fulfill each of its respective obligations under this Agreement.

                  SECTION 5.10 No Third Party Beneficiary. This Agreement is not
intended to, and will not be construed to, create any right enforceable by any
person not a party to this Agreement, including any creditor or employee of a
party.




                                       19
<PAGE>   21
                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.

                                        AT&T CORP.


                                        By:
                                             -----------------------
                                             Name:
                                             Title:

                                        LIBERTY MEDIA CORPORATION


                                        By:
                                             -----------------------
                                             Name:
                                             Title:

                                        LIBERTY MEDIA GROUP LLC


                                        By:
                                             -----------------------
                                             Name:
                                             Title:

                                        LIBERTY SP, INC.


                                        By:
                                             -----------------------
                                             Name:
                                             Title:

                                        LIBERTY AGI, INC.


                                        By:
                                             -----------------------
                                             Name:
                                             Title:
<PAGE>   22
                                        LMC INTERACTIVE, INC.


                                        By:
                                             -----------------------
                                             Name:
                                             Title:

                                        AGI LLC

                                        By:
                                             -----------------------
                                             Name:
                                             Title:

                                        Solely with respect to Sections 2.3(b),
                                        2.3(d) and 2.3(h):

                                        AT&T WIRELESS SERVICES, INC.


                                        By:
                                             -----------------------
                                             Name:
                                             Title:
<PAGE>   23
                                  SCHEDULE 2.3

                    TREATMENT OF OUTSTANDING OPTIONS AND SARS



         Notwithstanding anything to the contrary contained in this Agreement,
         the following persons shall be deemed to be AT&T Stock Incentive
         Holders with respect to all LMG Stock Incentives and AT&T Stock
         Incentives held by such persons as of March 9, 1999:

         Jim J. Anchustegui

         Gary B. Beard

         David P. Beddow

         Cheryl A. Brophy

         Lee A. Daniels

         Patrick D. Diamond

         Gregory S. Durham

         William R. Fitzgerald

         John B. Furstenberg

         Paulette E. Guenette

         Steven R. Hall

         Frances E. Hamlin

         Richard H. Hansing

         Jerome H. Kern

         Douglas D. Kinsley

         Michael G. Losier

         John P. Miller

         Larry E. Romrell

         Debra A. Roning

         John H. Sharp

         Notwithstanding anything to the contrary contained in this Agreement,
         the following person(s) shall be deemed to be an LMC Stock Incentive
         Holder with respect to all AT&T Stock Incentives and LMG Stock
         Incentives held by such person(s):

         John Malone


<PAGE>   24
                                                                       EXHIBIT A
                              NOTICE OF REDEMPTION
                                TO THE HOLDERS OF
                    CLASS A LIBERTY MEDIA GROUP COMMON STOCK
                    CLASS B LIBERTY MEDIA GROUP COMMON STOCK

         NOTICE IS HEREBY GIVEN that, subject to the terms and conditions set
forth in this Notice of Redemption, pursuant to Section 5(a) of Article Third,
Part B of the Amended and Restated Certificate of Incorporation (the "Charter")
of AT&T Corp., a New York corporation ("AT&T"), AT&T has exercised its right to
redeem all of the outstanding shares of Class A Liberty Media Group Common
Stock, $1.00 par value ("Class A Liberty Stock"), and Class B Liberty Media
Group Common Stock, $1.00 par value ("Class B Liberty Stock"), in exchange for
shares of common stock of Liberty Media Corporation, a Delaware corporation and
wholly owned subsidiary of AT&T ("Liberty") that is a member of AT&T's "Liberty
Media Group." The redemption (the "Redemption") will be effected as of 9:00
a.m., New York City time, on August 10, 2001 (the "Redemption Date").

         The Redemption, and this Notice of Redemption, are subject to
conditions set forth in the accompanying prospectus, including the non-waivable
condition that AT&T shall have obtained a private letter ruling with respect to
the U.S. federal income tax consequences of the Redemption, in form and
substance reasonably satisfactory to AT&T and Liberty (it being understood that
the private letter ruling received by AT&T, dated April 10, 2001, is reasonably
satisfactory to AT&T and Liberty for such purpose), which, as of the Redemption
Date, shall not have been revoked in whole or in part nor modified in any
manner, in each case materially adverse to AT&T, Liberty or the holders of Class
A Liberty Stock and Class B Liberty Stock, and all transactions described in
such ruling that are to be taken prior to the Redemption Date shall have been
taken prior to, and be in effect as of, the Redemption. IF ANY CONDITION TO THE
REDEMPTION SET FORTH IN THE PROSPECTUS IS NOT SATISFIED OR WAIVED (IF
PERMISSIBLE) BY THE REDEMPTION DATE, AT&T WILL ISSUE A PRESS RELEASE TO THAT
EFFECT AND THIS NOTICE SHALL AUTOMATICALLY BE DEEMED RESCINDED AND OF NO FURTHER
FORCE OR EFFECT, AND ALL OUTSTANDING SHARES OF CLASS A LIBERTY STOCK AND CLASS B
LIBERTY STOCK SHALL REMAIN OUTSTANDING AS IF THIS NOTICE OF REDEMPTION HAD NOT
BEEN GIVEN.

         If the conditions to the Redemption and this Notice of Redemption are
met, on the Redemption Date, each share of Class A Liberty Stock shall be
redeemed in exchange for one share of Series A common stock, $.01 par value, of
Liberty (the "Series A Liberty Stock ") and each share of Class B Liberty Stock
shall be redeemed in exchange for one share of Series B common stock, $.01 par
value, of Liberty (the "Series B Liberty Stock") (as applicable, the "Redemption
Payment"). As of February 28, 2001, there were 2,376,765,123 shares of Class A
Liberty Stock outstanding and 212,045,288 shares of Class B Liberty Stock
outstanding, assuming no exercise of outstanding stock options or warrants.

         If the conditions to the Redemption and this Notice of Redemption are
met, on the Redemption Date, each outstanding stock option and other stock
equivalent to purchase a share of Class A Liberty Stock shall become, or be
exchanged for, a stock option or other stock equivalent to purchase a share of
Series A Liberty Stock. As of February 28, 2001, there were 27,664,420 shares of
Class A Liberty Stock issuable upon exercise of outstanding stock options and
other stock equivalents exercisable at that date, of which stock options to
purchase 16,222,600 shares of Class A Liberty Stock were Pre-Merger Convertible
Securities (as defined in the Charter).

         If the conditions to the Redemption and this Notice of Redemption are
met, on the Redemption Date, each share of Class A Liberty Stock and Class B
Liberty Stock shall no longer be deemed to be outstanding and all rights of the
holders of such shares as stockholders of AT&T shall cease, except the right to
receive the applicable Redemption Payment, without interest thereon, upon
surrender of the certificates evidencing such shares.

         A copy of this Notice of Redemption is being sent to all holders of
record of shares of Class A Liberty Stock and Class B Liberty Stock as of June
14, 2001. In order to receive the applicable Redemption Payment, holders of
Class A Liberty Stock and Class B Liberty Stock must present and surrender the
certificates evidencing such Class A Liberty Stock or Class B Liberty Stock,
properly endorsed or assigned for transfer to the exchange agent for the split
off, EquiServe Trust Company, N.A., 150 Royall Street, Canton, MA 02021. IF THE
CONDITIONS TO THE REDEMPTION AND THIS NOTICE OF REDEMPTION ARE MET, HOLDERS OF
RECORD OF CLASS A LIBERTY STOCK AND CLASS B LIBERTY STOCK ON THE REDEMPTION DATE
WILL RECEIVE A LETTER OF TRANSMITTAL AND OTHER RELATED MATERIALS WITH WHICH TO
EXCHANGE THEIR SHARES.

         Date: June 20, 2001                          AT&T CORP.

                                                      BY: /S/___________________
                                                             ROBERT S. FEIT
                                                             ASSISTANT SECRETARY
<PAGE>   25
                                                                       EXHIBIT B

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            LIBERTY MEDIA CORPORATION

         LIBERTY MEDIA CORPORATION, A CORPORATION ORGANIZED AND EXISTING UNDER
THE LAWS OF THE STATE OF DELAWARE, HEREBY CERTIFIES AS FOLLOWS:

                  (1) THE NAME OF THE CORPORATION IS LIBERTY MEDIA CORPORATION.
         THE ORIGINAL CERTIFICATE OF INCORPORATION OF THE CORPORATION WAS FILED
         ON SEPTEMBER 30, 1994. THE RESTATED CERTIFICATE OF INCORPORATION OF THE
         CORPORATION WAS FILED ON MARCH 8, 1999. THE NAME UNDER WHICH THE
         CORPORATION WAS ORIGINALLY INCORPORATED IS LIBERTY MEDIA CORPORATION.

                  (2) THIS RESTATED CERTIFICATE OF INCORPORATION RESTATES AND
         AMENDS THE RESTATED CERTIFICATE OF INCORPORATION OF THE CORPORATION.

                  (3) PURSUANT TO SECTIONS 242 AND 245 OF THE GENERAL
         CORPORATION LAW OF THE STATE OF DELAWARE, THE TEXT OF THE RESTATED
         CERTIFICATE OF INCORPORATION IS HEREBY RESTATED TO READ IN ITS ENTIRETY
         AS FOLLOWS:

                                   "ARTICLE I

                                      NAME

         The name of the corporation is Liberty Media Corporation (the
"Corporation").

                                   ARTICLE II

                                REGISTERED OFFICE

         The address of the registered office of the Corporation in the State of
Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County
of New Castle, 19808. The name of its registered agent at such address is The
Prentice-Hall Corporation System, Inc.

                                   ARTICLE III

                                     PURPOSE

         The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware ("DGCL").
<PAGE>   26
                                   ARTICLE IV

                                AUTHORIZED STOCK

         The total number of shares of capital stock which the Corporation shall
have authority to issue is four billion four hundred fifty million
(4,450,000,000) shares, which shall be divided into the following classes:

                  (a) Four billion four hundred million (4,400,000,000) shares
shall be of a class designated Common Stock, par value $0.01 per share ("Common
Stock"), such class to be divided into series as provided in Section A of this
Article IV; and

                  (b) Fifty million (50,000,000) shares shall be of a class
designated Preferred Stock, par value $0.01 per share ("Preferred Stock"), such
class to be issuable in series as provided in Section B of this Article IV.

         Effective upon the filing of this Restated Certificate of Incorporation
with the Secretary of State of the State of Delaware, (i) each share of the
Class A Common Stock, par value $.0001 per share, of the Corporation that is
issued and outstanding shall thereupon be reclassified and changed, ipso facto
and without any other action on the part of the stockholders thereof, into one
share of the Series A Common Stock, par value $0.01 per share, of the
Corporation, (ii) each share of the Class B Common Stock, par value $.0001 per
share, of the Corporation that is issued and outstanding shall thereupon be
reclassified and changed, ipso facto and without any other action on the part of
the stockholders thereof, into one share of the Series A Common Stock, par value
$0.01 per share, of the Corporation, and (iii) each share of the Class C Common
Stock, par value $.0001 per share, of the Corporation that is issued and
outstanding shall thereupon be reclassified and changed, ipso facto and without
any other action on the part of the stockholders thereof, into one share of the
Series B Common Stock, par value $0.01 per share, of the Corporation.

         The description of the Common Stock and the Preferred Stock of the
Corporation, and the relative rights, preferences and limitations thereof, or
the method of fixing and establishing the same, are as hereinafter in this
Article IV set forth:

                                    SECTION A

                 SERIES A COMMON STOCK AND SERIES B COMMON STOCK

         Four billion (4,000,000,000) shares of Common Stock shall be of a
series designated as Series A Common Stock (the "Series A Common Stock") and
four hundred million (400,000,000) shares of Common Stock shall be of a series
designated as Series B Common Stock (the "Series B Common Stock").

         Each share of Series A Common Stock and each share of Series B Common
Stock shall, except as otherwise provided in this Section A, be identical in all
respects and shall have equal rights, powers and privileges.


                                       2
<PAGE>   27
         1.       Voting Rights.

         Holders of Series A Common Stock shall be entitled to one vote for each
share of such stock held, and holders of Series B Common Stock shall be entitled
to ten votes for each share of such stock held, on all matters presented to such
stockholders. Except as may otherwise be required by the laws of the State of
Delaware or, with respect to any series of Preferred Stock, in any resolution or
resolutions providing for the establishment of such series pursuant to authority
vested in the Board of Directors by Article IV, Section B, of this Restated
Certificate of Incorporation (as it may from time to time hereafter be amended
or restated, the "Certificate"), the holders of outstanding shares of Series A
Common Stock, the holders of outstanding shares of Series B Common Stock and the
holders of outstanding shares of each series of Preferred Stock entitled to vote
thereon, if any, shall vote as one class with respect to the election of
directors and with respect to all other matters to be voted on by stockholders
of the Corporation (including, without limitation, any proposed amendment to
this Certificate that would increase the number of authorized shares of Series A
Common Stock or Series B Common Stock or of any other class or series of stock
or decrease the number of authorized shares of any class or series of stock (but
not below the number of shares thereof then outstanding)), and no separate vote
or consent of the holders of shares of Series A Common Stock, the holders of
shares of Series B Common Stock or the holders of shares of any such series of
Preferred Stock shall be required for the approval of any such matter.

         2.       Conversion Rights.

         Each share of Series B Common Stock shall be convertible, at the option
of the holder thereof, into one share of Series A Common Stock. Any such
conversion may be effected by any holder of Series B Common Stock by
surrendering such holder's certificate or certificates for the Series B Common
Stock to be converted, duly endorsed, at the office of the Corporation or any
transfer agent for the Series B Common Stock, together with a written notice to
the Corporation at such office that such holder elects to convert all or a
specified number of shares of Series B Common Stock represented by such
certificate and stating the name or names in which such holder desires the
certificate or certificates for Series A Common Stock to be issued. If so
required by the Corporation, any certificate for shares surrendered for
conversion shall be accompanied by instruments of transfer, in form satisfactory
to the Corporation, duly executed by the holder of such shares or the duly
authorized representative of such holder. Promptly thereafter, the Corporation
shall issue and deliver to such holder or such holder's nominee or nominees, a
certificate or certificates for the number of shares of Series A Common Stock to
which such holder shall be entitled as herein provided. Such conversion shall be
deemed to have been made at the close of business on the date of receipt by the
Corporation or any such transfer agent of the certificate or certificates,
notice and, if required, instruments of transfer referred to above, and the
person or persons entitled to receive the Series A Common Stock issuable on such
conversion shall be treated for all purposes as the record holder or holders of
such Series A Common Stock on that date. A number of shares of Series A Common
Stock equal to the number of shares of Series B Common Stock outstanding from
time to time shall be set aside and reserved for issuance upon conversion of
shares of Series B Common Stock. Shares of Series B Common Stock that have been
converted hereunder shall become treasury shares that may be issued or retired
by resolution of the Board of Directors. Shares of Series A Common Stock shall
not be convertible into shares of Series B Common Stock.


                                       3
<PAGE>   28
         3.       Dividends.

         Subject to paragraph 4 of this Section A, whenever a dividend is paid
to the holders of Series A Common Stock, the Corporation also shall pay to the
holders of Series B Common Stock a dividend per share equal to the dividend per
share paid to the holders of the Series A Common Stock, and whenever a dividend
is paid to the holders of Series B Common Stock, the Corporation also shall pay
to the holders of the Series A Common Stock a dividend per share equal to the
dividend per share paid to the holders of the Series B Common Stock. Dividends
shall be payable only as and when declared by the Board of Directors of the
Corporation out of assets of the Corporation legally available therefor.

         4.       Share Distributions.

         If at any time a distribution paid in Series A Common Stock or Series B
Common Stock or any other securities of the Corporation or of any other
corporation, partnership, limited liability company, trust or other legal entity
("Person") (hereinafter sometimes called a "share distribution") is to be made
with respect to the Series A Common Stock or Series B Common Stock, such share
distribution may be declared and paid only as follows:

                  (a) a share distribution consisting of shares of Series A
Common Stock (or Convertible Securities that are convertible into, exchangeable
for or evidence the right to purchase shares of Series A Common Stock) to
holders of Series A Common Stock and Series B Common Stock, on an equal per
share basis; or consisting of shares of Series B Common Stock (or Convertible
Securities that are convertible into, exchangeable for or evidence the right to
purchase shares of Series B Common Stock) to holders of Series A Common Stock
and Series B Common Stock, on an equal per share basis; or consisting of shares
of Series A Common Stock (or Convertible Securities that are convertible into,
exchangeable for or evidence the right to purchase shares of Series A Common
Stock) to holders of Series A Common Stock and, on an equal per share basis,
shares of Series B Common Stock (or Convertible Securities that are convertible
into, exchangeable for or evidence the right to purchase shares of Series B
Common Stock) to holders of Series B Common Stock; and

                  (b) a share distribution consisting of shares of any class or
series of securities of the Corporation or any other Person other than Series A
Common Stock or Series B Common Stock (or Convertible Securities that are
convertible into, exchangeable for or evidence the right to purchase shares of
Series A Common Stock or Series B Common Stock), either on the basis of a
distribution of identical securities, on an equal per share basis, to holders of
Series A Common Stock and Series B Common Stock or on the basis of a
distribution of one class or series of securities to holders of Series A Common
Stock and another class or series of securities to holders of Series B Common
Stock, provided that the securities so distributed (and, if applicable, the
securities into which the distributed securities are convertible, or for which
they are exchangeable, or which the distributed securities evidence the right to
purchase) do not differ in any respect other than their relative voting rights
and related differences in designation, conversion and share distribution
provisions, with holders of shares of Series B Common Stock receiving the class
or series having the higher relative voting rights (without regard to whether
such rights differ to a greater or lesser extent than the corresponding
differences in voting rights and related differences in designation, conversion
and share distribution provisions between the


                                       4
<PAGE>   29
Series A Common Stock and the Series B Common Stock), provided that if the
securities so distributed constitute capital stock of a Subsidiary of the
Corporation, such rights shall not differ to a greater extent than the
corresponding differences in voting rights, designation, conversion and share
distribution provisions between the Series A Common Stock and the Series B
Common Stock, and provided in each case that such distribution is otherwise made
on an equal per share basis.

         As used herein, the term "Convertible Securities" means any securities
of the Corporation (other than any series of Common Stock) that are convertible
into, exchangeable for or evidence the right to purchase any shares of any
series of Common Stock, whether upon conversion, exercise, exchange, pursuant to
anti-dilution provisions of such securities or otherwise. As used herein, the
term "Subsidiary" means, when used with respect to any Person, (i) a corporation
in which such Person and/or one or more Subsidiaries of such Person, directly or
indirectly, owns capital stock having a majority of the voting power of such
corporation's capital stock to elect directors under ordinary circumstances, and
(ii) any other Person (other than a corporation) in which such Person and/or one
or more Subsidiaries of such Person, directly or indirectly, has (x) a majority
ownership interest or (y) the power to elect or direct the election of a
majority of the members of the governing body of such first-named Person.

         The Corporation shall not reclassify, subdivide or combine the Series A
Common Stock without reclassifying, subdividing or combining the Series B Common
Stock, on an equal per share basis, and the Corporation shall not reclassify,
subdivide or combine the Series B Common Stock without reclassifying,
subdividing or combining the Series A Common Stock, on an equal per share basis.

         5.       Liquidation and Dissolution.

         In the event of a liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, after payment or provision for
payment of the debts and liabilities of the Corporation and subject to the prior
payment in full of the preferential amounts to which any series of Preferred
Stock is entitled, the holders of shares of Series A Common Stock and the
holders of shares of Series B Common Stock shall share equally, on a share for
share basis, in the assets of the Corporation remaining for distribution to its
common stockholders. Neither the consolidation or merger of the Corporation with
or into any other Person or Persons nor the sale, transfer or lease of all or
substantially all of the assets of the Corporation shall itself be deemed to be
a liquidation, dissolution or winding up of the Corporation within the meaning
of this paragraph 5.

                                    SECTION B

                                 PREFERRED STOCK

         The Preferred Stock may be divided and issued in one or more series
from time to time, with such powers, designations, preferences and relative,
participating, optional or other rights, and qualifications, limitations or
restrictions thereof, as shall be stated and expressed in a resolution or
resolutions providing for the issue of each such series adopted by the Board of
Directors (a "Preferred Stock Designation"). The Board of Directors, in the
Preferred Stock


                                       5
<PAGE>   30
Designation with respect to a series of Preferred Stock (a copy of which shall
be filed and recorded as required by law), shall fix the rights, powers and
preferences of such series, including, but not limited to, the following:

                  (i) the distinctive serial designations and the division of
         such shares into series and the number of authorized shares of a
         particular series, which may be increased or decreased, but not below
         the number of shares thereof then outstanding, by a certificate made,
         signed, filed and recorded as required by law;

                  (ii) the dividend rate or amounts, if any, for the particular
         series, the date or dates from which dividends on all shares of such
         series shall be cumulative, if dividends on stock of the particular
         series shall be cumulative, and the relative rights of priority, if
         any, or participation, if any, with respect to payment of dividends on
         shares of such series;

                  (iii) the rights of the shares of each series in the event of
         voluntary or involuntary liquidation, dissolution or winding up of the
         Corporation, and the relative rights of priority, if any, of payment of
         shares of each series;

                  (iv) the right, if any, of the holders of a particular series
         to convert or exchange such stock into or for other classes or series
         of a class of stock or indebtedness of the Corporation or of another
         Person, and the terms and conditions of such conversion or exchange,
         including provision for the adjustment of the conversion or exchange
         rate in such events as the Board of Directors may determine;

                  (v) the voting rights, if any, of the holders of a particular
         series;

                  (vi) the terms and conditions, if any, for the Corporation to
         purchase or redeem shares of a particular series; and

                  (vii) any other relative rights, powers, preferences and
         limitations of a particular series.

         The Board of Directors is authorized to exercise its authority with
respect to fixing and designating various series of the Preferred Stock and
determining the relative rights, powers and preferences thereof to the full
extent permitted by applicable law, subject to any stockholder vote that may be
required by this Certificate. All shares of any one series of the Preferred
Stock shall be alike in every particular. Except to the extent otherwise
expressly provided in the Preferred Stock Designation for a series of Preferred
Stock, the holders of shares of such series shall have no voting rights except
as may be required by the laws of the State of Delaware. Further, unless
otherwise expressly provided in the Preferred Stock Designation for a series of
Preferred Stock, no consent or vote of the holders of shares of Preferred Stock
or any series thereof shall be required for any amendment to this Certificate
that would increase the number of authorized shares of Preferred Stock or the
number of authorized shares of any series thereof or decrease the number of
authorized shares of Preferred Stock or the number of authorized shares of any
series thereof (but not below the number of authorized shares of Preferred Stock
or such series, as the case may be, then outstanding).


                                       6
<PAGE>   31
         Except as may be provided by the Board of Directors in a Preferred
Stock Designation or by law, shares of any series of Preferred Stock that have
been redeemed (whether through the operation of a sinking fund or otherwise) or
purchased by the Corporation, or which, if convertible or exchangeable, have
been converted into or exchanged for shares of stock of any other class or
classes shall have the status of authorized and unissued shares of Preferred
Stock and may be reissued as a part of the series of which they were originally
a part or may be reissued as part of a new series of Preferred Stock to be
created by resolution or resolutions of the Board of Directors or as part of any
other series of Preferred Stock.

                                    ARTICLE V

                                    DIRECTORS

                                    SECTION A

                               NUMBER OF DIRECTORS

         The governing body of the Corporation shall be a Board of Directors.
Subject to any rights of the holders of any series of Preferred Stock to elect
additional directors, the number of directors shall not be less than three (3)
and the exact number of directors shall be fixed by the Board of Directors by
resolution. Election of directors need not be by written ballot.

                                    SECTION B

                           CLASSIFICATION OF THE BOARD

         Except as otherwise fixed by or pursuant to the provisions of Article
IV hereof relating to the rights of the holders of any series of Preferred Stock
to separately elect additional directors, which additional directors are not
required to be classified pursuant to the terms of such series of Preferred
Stock, the Board of Directors of the Corporation shall be divided into three
classes: Class I, Class II and Class III. Each class shall consist, as nearly as
possible, of a number of directors equal to one-third (33 1/3%) of the then
authorized number of members of the Board of Directors. The term of office of
the initial Class I directors shall expire at the annual meeting of stockholders
in 2002; the term of office of the initial Class II directors shall expire at
the annual meeting of stockholders in 2003; and the term of office of the
initial Class III directors shall expire at the annual meeting of stockholders
in 2004. At each annual meeting of stockholders of the Corporation the
successors of that class of directors whose term expires at that meeting shall
be elected to hold office for a term expiring at the annual meeting of
stockholders held in the third year following the year of their election. The
directors of each class will hold office until their respective successors are
elected and qualified.

                                    SECTION C

                              REMOVAL OF DIRECTORS

         Subject to the rights of the holders of any series of Preferred Stock,
directors may be removed from office only for cause upon the affirmative vote of
the holders of at least a majority


                                       7
<PAGE>   32
of the total voting power of the then outstanding shares of Series A Common
Stock, Series B Common Stock and any series of Preferred Stock entitled to vote
at an election of directors, voting together as a single class.

                                    SECTION D

                    NEWLY CREATED DIRECTORSHIPS AND VACANCIES

         Subject to the rights of holders of any series of Preferred Stock,
vacancies on the Board of Directors resulting from death, resignation, removal,
disqualification or other cause, and newly created directorships resulting from
any increase in the number of directors on the Board of Directors, shall be
filled only by the affirmative vote of a majority of the remaining directors
then in office (even though less than a quorum) or by the sole remaining
director. Any director elected in accordance with the preceding sentence shall
hold office for the remainder of the full term of the class of directors in
which the vacancy occurred or to which the new directorship is apportioned, and
until such director's successor shall have been elected and qualified. No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director, except as may be provided in a
Preferred Stock Designation with respect to any additional director elected by
the holders of the applicable series of Preferred Stock.

                                    SECTION E

                   LIMITATION ON LIABILITY AND INDEMNIFICATION

         1.       Limitation On Liability.

         To the fullest extent permitted by the DGCL as the same exists or may
hereafter be amended, a director of the Corporation shall not be liable to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director. Any repeal or modification of this paragraph 1
shall be prospective only and shall not adversely affect any limitation, right
or protection of a director of the Corporation existing at the time of such
repeal or modification.

         2.       Indemnification.

                  (a) Right to Indemnification. The Corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he, or a person for whom he is the
legal representative, is or was a director or officer of the Corporation or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust, enterprise or nonprofit entity, including service with respect to
employee benefit plans, against all liability and loss suffered and expenses
(including attorneys' fees) reasonably incurred by such person. Such right of
indemnification shall inure whether or not the claim asserted is based on
matters which antedate the adoption of this Section E. The Corporation shall be
required to indemnify or make advances to a person in connection with a


                                       8
<PAGE>   33
proceeding (or part thereof) initiated by such person only if the proceeding (or
part thereof) was authorized by the Board of Directors of the Corporation.

                  (b) Prepayment of Expenses. The Corporation shall pay the
expenses (including attorneys' fees) incurred by a director or officer in
defending any proceeding in advance of its final disposition, provided, however,
that the payment of expenses incurred by a director or officer in advance of the
final disposition of the proceeding shall be made only upon receipt of an
undertaking by the director or officer to repay all amounts advanced if it
should be ultimately determined that the director or officer is not entitled to
be indemnified under this paragraph or otherwise.

                  (c) Claims. If a claim for indemnification or payment of
expenses under this paragraph is not paid in full within 60 days after a written
claim therefor has been received by the Corporation, the claimant may file suit
to recover the unpaid amount of such claim and, if successful in whole or in
part, shall be entitled to be paid the expense of prosecuting such claim. In any
such action the Corporation shall have the burden of proving that the claimant
was not entitled to the requested indemnification or payment of expenses under
applicable law.

                  (d) Non-Exclusivity of Rights. The rights conferred on any
person by this paragraph shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of this
Certificate, the Bylaws, agreement, vote of stockholders or resolution of
disinterested directors or otherwise.

                  (e) Other Indemnification. The Corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, enterprise or nonprofit entity shall be reduced by any amount such person
may collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or nonprofit entity.

         3.       Amendment or Repeal.

         Any amendment, modification or repeal of the foregoing provisions of
this Section E shall not adversely affect any right or protection hereunder of
any person in respect of any act or omission occurring prior to the time of such
amendment, modification or repeal.

                                    SECTION F

                               AMENDMENT OF BYLAWS

         In furtherance and not in limitation of the powers conferred by the
DGCL, the Board of Directors, by action taken by the affirmative vote of not
less than 75% of the members of the Board of Directors then in office, is hereby
expressly authorized and empowered to adopt, amend or repeal any provision of
the Bylaws of this Corporation.


                                       9
<PAGE>   34
                                   ARTICLE VI

                                      TERM

         The term of existence of this Corporation shall be perpetual.

                                   ARTICLE VII

                              STOCK NOT ASSESSABLE

         The capital stock of this Corporation shall not be assessable. It shall
be issued as fully paid, and the private property of the stockholders shall not
be liable for the debts, obligations or liabilities of this Corporation. This
Certificate shall not be subject to amendment in this respect.

                                  ARTICLE VIII

                            MEETINGS OF STOCKHOLDERS

                                    SECTION A

                           ANNUAL AND SPECIAL MEETINGS

         Subject to the rights of the holders of any series of Preferred Stock,
stockholder action may be taken only at an annual or special meeting. Except as
otherwise provided in the terms of any series of Preferred Stock or unless
otherwise prescribed by law or by another provision of this Certificate, special
meetings of the stockholders of the Corporation, for any purpose or purposes,
shall be called by the Secretary of the Corporation (i) upon the written request
of the holders of not less than 66 2/3% of the total voting power of the
outstanding Voting Securities (as hereinafter defined) or (ii) at the request of
at least 75% of the members of the Board of Directors then in office. The term
"Voting Securities" shall include the Series A Common Stock, the Series B Common
Stock and any series of Preferred Stock entitled to vote with the holders of
Common Stock generally upon all matters that may be submitted to a vote of
stockholders at any annual meeting or special meeting thereof.

                                    SECTION B

                            ACTION WITHOUT A MEETING

         Except as otherwise provided in the terms of any series of Preferred
Stock, no action required to be taken or which may be taken at any annual
meeting or special meeting of stockholders may be taken without a meeting, and
the power of stockholders to consent in writing, without a meeting, to the
taking of any action is specifically denied.


                                       10
<PAGE>   35
                                   ARTICLE IX

                ACTIONS REQUIRING SUPERMAJORITY STOCKHOLDER VOTE

          Subject to the rights of the holders of any series of Preferred Stock,
the affirmative vote of the holders of at least 66 2/3% of the total voting
power of the then outstanding Voting Securities (as defined in Section A of
Article VIII of this Certificate), voting together as a single class at a
meeting specifically called for such purpose, shall be required in order for the
Corporation to take any action to authorize:

                  (a) the amendment, alteration or repeal of any provision of
this Certificate or the addition or insertion of other provisions herein;
provided, however, that this clause (a) shall not apply to any such amendment,
alteration, repeal, addition or insertion (i) as to which the laws of the State
of Delaware, as then in effect, do not require the consent of this Corporation's
stockholders, or (ii) which at least 75% of the members of the Board of
Directors then in office have approved;

                  (b) the adoption, amendment or repeal of any provision of the
Bylaws of the Corporation; provided, however, that this clause (b) shall not
apply to, and no vote of the stockholders of the Corporation shall be required
to authorize, the adoption, amendment or repeal of any provision of the Bylaws
of the Corporation by the Board of Directors in accordance with the power
conferred upon it pursuant to Section F of Article V of this Certificate;

                  (c) the merger or consolidation of this Corporation with or
into any other corporation; provided, however, that this clause (c) shall not
apply to any such merger or consolidation (i) as to which the laws of the State
of Delaware, as then in effect, do not require the consent of this Corporation's
stockholders, or (ii) which at least 75% of the members of the Board of
Directors then in office have approved;

                  (d) the sale, lease or exchange of all, or substantially all,
of the property and assets of the Corporation; provided, however, that this
clause (d) shall not apply to any such sale, lease or exchange which at least
75% of the members of the Board of Directors then in office have approved; or

                  (e) the dissolution of the Corporation; provided, however,
that this clause (e) shall not apply to such dissolution if at least 75% of the
members of the Board of Directors then in office have approved such dissolution.

         All rights at any time conferred upon the stockholders of the
Corporation pursuant to this Certificate are granted subject to the provisions
of this Article IX."


                                       11
<PAGE>   36
                                      * * *

                  (4) THIS RESTATED CERTIFICATE OF INCORPORATION HAS BEEN DULY
ADOPTED IN ACCORDANCE WITH SECTIONS 242 AND 245 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE.

                  (5) THIS RESTATED CERTIFICATE OF INCORPORATION SHALL BECOME
EFFECTIVE UPON ITS FILING WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE.


                                       12
<PAGE>   37
         IN WITNESS WHEREOF, the undersigned has signed this Restated
Certificate of Incorporation this ____ day of ___________, 2001.



                                            LIBERTY MEDIA CORPORATION

                                            By:_________________________________
                                                     Name:
                                                     Title:

ATTEST:

By:__________________________________
         Name:
         Title:


                                       13
<PAGE>   38
                                                                       EXHIBIT C

                            LIBERTY MEDIA CORPORATION

                             A Delaware Corporation

                                     BYLAWS

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


                                    ARTICLE I

                                  STOCKHOLDERS

                  Section 1.1 Annual Meeting.

                  An annual meeting of stockholders for the purpose of electing
directors and of transacting any other business properly brought before the
meeting pursuant to these Bylaws shall be held each year at such date, time and
place, either within or without the State of Delaware or, if so determined by
the Board of Directors in its sole discretion, at no place (but rather by means
of remote communication), as may be specified by the Board of Directors in the
notice of meeting.

                  Section 1.2       Special Meetings.

                  Except as otherwise provided in the terms of any series of
preferred stock or unless otherwise provided by law or by the Certificate of
Incorporation, special meetings of stockholders of the Corporation, for the
transaction of such business as may properly come before the meeting, may be
called by the Secretary of the Corporation only (i) upon written request made in
compliance with the advance notice requirements of these Bylaws of the holders
of not less than 66 2/3% of the total voting power of the outstanding capital
stock of the Corporation entitled to vote at such meeting or (ii) at the request
of not less than 75% of the members of the Board of Directors then in office.
Only such business may be transacted as is
<PAGE>   39
specified in the notice of the special meeting. The Board of Directors shall
have the sole power to determine the time, date and place, either within or
without the State of Delaware, for any special meeting of stockholders.
Following such determination, it shall be the duty of the Secretary to cause
notice to be given to the stockholders entitled to vote at such meeting that a
meeting will be held at the time, date and place and in accordance with the
record date determined by the Board of Directors.

                  Section 1.3 Record Date.

                  In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date: (i) in the case of
determination of stockholders entitled to vote at any meeting of stockholders or
adjournment thereof, shall, unless otherwise required by the laws of the State
of Delaware, not be more than sixty (60) nor less than ten (10) days before the
date of such meeting, and (ii) in the case of any other lawful action, shall not
be more than sixty (60) days prior to such other action. If no record date is
fixed by the Board of Directors: (i) the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held, and (ii) the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto. A determination of stockholders of record entitled to notice of or to


                                       2
<PAGE>   40
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

                  Section 1.4       Notice of Meetings.

                  Notice of all stockholders meetings, stating the place, if
any, date and hour thereof; the means of remote communication, if any, by which
stockholders and proxy holders may be deemed to be present in person and vote at
such meeting; the place within the city, other municipality or community or
electronic network at which the list of stockholders may be examined; and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered in accordance with applicable law and applicable
stock exchange rules and regulations by the Chairman of the Board, the
President, any Vice President, the Secretary or an Assistant Secretary, to each
stockholder entitled to vote thereat at least ten (10) days but not more than
sixty (60) days before the date of the meeting, unless a different period is
prescribed by law, or the lapse of the prescribed period of time shall have been
waived.

                  Section 1.5       Notice of Stockholder Business.

                  (a) At an annual meeting of the stockholders, only such
business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting, business must be (i)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors (or any duly authorized committee
thereof), (ii) otherwise properly brought before the meeting by or at the
direction of the Board of Directors (or any duly authorized committee thereof),
or (iii) otherwise properly be requested to be brought before the meeting by a
stockholder in compliance with the procedures set forth in this paragraph. For
business to be properly requested to be brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation. To be timely, a stockholder's
notice must be


                                       3
<PAGE>   41
delivered to or mailed and received at the principal executive offices of the
Corporation (x) in the case of an annual meeting that is called for a date that
is within thirty (30) days before or after the anniversary date of the
immediately preceding annual meeting of stockholders, not less than ninety (90)
days nor more than one-hundred twenty (120) days prior to the meeting, and (y)
in the case of an annual meeting that is called for a date that is not within
thirty (30) days before or after the anniversary date of the immediately
preceding annual meeting, not later than the close of business on the tenth day
following the day on which notice of the date of the meeting was communicated to
stockholders or public disclosure of the date of the meeting was made, whichever
occurs first. In no event shall the public announcement of an adjournment or
postponement of a meeting of stockholders commence a new time period (or extend
any time period) for the giving of a stockholder notice as described herein.
Only such business shall be conducted at a special meeting of stockholders as
shall have been described in the Corporation's notice of meeting given pursuant
to these Bylaws.

                  (b) To be in proper written form, such stockholder's notice to
the Secretary shall set forth in writing (x) as to each matter the stockholder
proposes to bring before the annual meeting (i) a brief description of the
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the text of the proposal or
business (including the text of any resolutions proposed for consideration and,
in the event that such business includes a proposal to amend the Bylaws of the
Corporation, the language of the proposed amendment), (iii) any material
interest of the stockholder and beneficial owner, if any, on whose behalf the
proposal is made, in such business, and (iv) any other information relating to
such stockholder, beneficial owner or business that is required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies


                                       4
<PAGE>   42
relating to the proposed item of business pursuant to Section 14 of the
Securities Exchange Act of 1934 (the "Exchange Act") and the rules and
regulations promulgated thereunder; and (y) as to such stockholder giving notice
and the beneficial owner, if any, on whose behalf the proposal is made (i) the
name and address, as they appear on the Corporation's books, of such stockholder
and of such beneficial owner, (ii) the class or series and number of shares of
the capital stock of the Corporation that are owned beneficially and of record
by such stockholder and such beneficial owner, (iii) a description of all
arrangements or understandings between such stockholder and/or beneficial owner
and any other person or persons (including their names) pursuant to which the
proposals are to be made by such stockholder, (iv) a representation that such
stockholder or beneficial owner intends to appear in person or by proxy at the
meeting to propose the items of business set forth in its notice, (v) a
representation whether the stockholder or the beneficial owner, if any, intends
to (1) deliver a proxy statement and/or form of proxy to holders of at least the
percentage of the Corporation's outstanding capital stock required to approve or
adopt the proposal and/or (2) otherwise solicit proxies from stockholders in
support of such proposal, and (vi) any other information relating to such
stockholder or beneficial owner that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with
solicitations of proxies in support of such proposal pursuant to Section 14 of
the Exchange Act, and any rules and regulations promulgated thereunder.

                  (c) Notwithstanding anything in the Bylaws to the contrary, no
business shall be conducted at an annual or special meeting except in accordance
with the procedures set forth in these Bylaws. The chairman of an annual or
special meeting has the power and authority to, and shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting and in accordance with the provisions of these Bylaws, and,


                                       5
<PAGE>   43
if he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.
Notwithstanding the foregoing provisions of this Section 1.5, if the stockholder
(or a qualified representative of the stockholder) does not appear at the annual
meeting of stockholders of the Corporation to present the proposed business,
such proposed business shall not be transacted, notwithstanding that proxies in
respect of such vote may have been received by the Corporation.

                  Section 1.6 Notice of Nominations for the Election of
Directors.

                  (a) Only persons who are nominated in accordance with the
procedures set forth in this paragraph shall be eligible for election as
directors of the Corporation. Subject to the rights of any series of preferred
stock, nominations for the election of directors may be made (1) at a meeting of
stockholders pursuant to the Corporation's notice of meeting (or any supplement
thereto) by the Board of Directors or a committee duly appointed by the Board of
Directors or (2) by any stockholder entitled to vote in the election of
directors generally who complies with the procedures set forth in this
paragraph. Elections of directors shall be conducted at a special meeting of
stockholders only as described in the Corporation's notice of meeting given
pursuant to these Bylaws.

                  (b) All nominations by stockholders shall be made pursuant to
timely notice in proper written form to the Secretary of the Corporation. To be
timely, a stockholder's notice shall be given, either by personal delivery or by
United States mail, postage prepaid, to the Secretary of the Corporation at the
principal executive office of the Corporation: (i) with respect to any election
to be held at an annual meeting of stockholders which is called for a date that
is within thirty (30) days before or after the anniversary date of the
immediately preceding annual meeting of stockholders, not less than ninety (90)
days in advance of such meeting nor more than


                                       6
<PAGE>   44
one-hundred twenty (120) days prior to such anniversary date, and (ii) with
respect to an election (x) to be held at an annual meeting of stockholders which
is called for a date that is not thirty (30) days before or after the
anniversary date of the immediately preceding annual meeting of stockholders or
(y) to be held at a special meeting of stockholders for election of directors,
not later than the close of business on the tenth day following the day on which
notice of such meeting is mailed to stockholders or public disclosure of the
date of the meeting was made, whichever occurred first. In no event shall the
public announcement of an adjournment or postponement of a meeting of
stockholders commence a new time period (or extend any time period) for the
giving of a stockholder notice as described herein. Notwithstanding anything in
the preceding sentence to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Corporation at a
meeting is increased and there is no public announcement by the Corporation
naming all of the nominees for director or specifying the size of the increased
Board of Directors at least one hundred (100) days prior to the anniversary date
of the immediately preceding annual meeting, a stockholder's notice required by
this Section 1.6 shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the tenth day following the day on which
such public announcement is first made by the Corporation.

                  (c) To be in proper written form, such stockholder's notice
must contain:

                           (1) as to such stockholder giving notice and the
                  beneficial owner, if any, (A) the name and address, as they
                  appear on the Corporation's books, of the stockholder, the
                  beneficial owner, if any, who intends to make the nomination
                  and the person or persons to be nominated, (B) the class or
                  series and number of


                                       7
<PAGE>   45
                  shares of the capital stock owned beneficially and of record
                  by such stockholder and by such beneficial owner, (C) a
                  representation that the stockholder is a holder of record of
                  stock of the Corporation entitled to vote at such meeting and
                  that the stockholder or the beneficial owner, if any, intends
                  to appear in person or by proxy at the meeting to nominate the
                  person or persons specified in the notice, (D) a description
                  of all arrangements or understandings between the stockholder
                  and/or beneficial owner and each nominee and any other person
                  or persons (naming such person or persons) pursuant to which
                  the nomination or nominations are to be made by the
                  stockholder, (E) such other information regarding each nominee
                  proposed by such stockholder as would be required to be
                  included in a proxy statement filed pursuant to the proxy
                  rules of the Securities and Exchange Commission, (F) a
                  representation whether the stockholder or the beneficial
                  owner, if any, intends or is part of a group which intends to
                  (i) deliver a proxy statement and/or form of proxy to holders
                  of at least the percentage of the Corporation's outstanding
                  capital stock required to elect the nominee and/or (ii)
                  otherwise solicit proxies from stockholders in support of such
                  nomination, and (G) any other information relating to such
                  stockholder or beneficial owner that would be required to be
                  disclosed in a proxy statement or other filings required to be
                  made in connection with solicitations of proxies for election
                  of directors pursuant to Section 14 of the Exchange Act, and
                  the rules and regulations promulgated thereunder.

                           (2) as to each person whom such stockholder proposes
                  to nominate for election or re-election as a director, (A) the
                  name, age, business address and


                                       8
<PAGE>   46
                  residence address of the person, (B) the principal occupation
                  and employment of the person, (C) the written consent of each
                  proposed nominee to being named as a nominee and to serve as a
                  director if elected, (D) the class or series and number of
                  shares of capital stock of the Corporation which are owned
                  beneficially or of record by the person, and (E) all
                  information relating to such person that is required to be
                  disclosed in a proxy statement or other filing required to be
                  made in connection with solicitations of proxies for election
                  of directors, or is otherwise required, in each case pursuant
                  to Section 14 of the Exchange Act, and the rules and
                  regulations promulgated thereunder. At the request of the
                  Board of Directors, any person nominated by the Board of
                  Directors for election as a director shall furnish to the
                  Secretary of the Corporation that information required to be
                  set forth in a stockholder's notice of nomination which
                  pertains to the nominee.

                  (d) No person shall be eligible for election as a director
unless nominated in accordance with the procedures set forth in these Bylaws.
The chairman of the meeting has the power and the authority to and shall, if the
facts warrant, determine and declare to the meeting that a nomination of a
person was not made in compliance with the foregoing procedure, and if he shall
so determine, he shall so declare to the meeting and the defective nomination
shall be disregarded. Notwithstanding the foregoing provisions of this Section
1.6, if the stockholder (or a qualified representative of the stockholder) does
not appear at the annual or special meeting of stockholders of the Corporation
to present a nomination, such nomination shall be disregarded, notwithstanding
that proxies in respect of such vote may have been received by the Corporation.


                                       9
<PAGE>   47
                  (e) For purposes of these Bylaws, "public announcement" shall
mean disclosure in a press release reported by a national news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to the Exchange Act.

                  (f) Notwithstanding the foregoing paragraphs of this Section
1.6, a stockholder shall also comply with all applicable requirements of the
Exchange Act, and the rules and regulations promulgated thereunder with respect
to the matters set forth in this Section 1.6.

                  (g) The provisions of this Section 1.6 shall not apply to the
nomination or election of any directors to be elected by the holders of any
series of preferred stock.

                  Section 1.7       Quorum.

                  Subject to the rights of the holders of any series of
preferred stock and except as otherwise provided by law or in the Certificate of
Incorporation or these Bylaws, at any meeting of stockholders, the holders of a
majority in total voting power of the outstanding shares of stock entitled to
vote at the meeting shall be present or represented by proxy in order to
constitute a quorum for the transaction of any business. The chairman of the
meeting shall have the power and duty to determine whether a quorum is present
at any meeting of the stockholders. Shares of its own stock belonging to the
Corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the Corporation or any subsidiary of the Corporation to vote stock,
including, but not limited to, its own stock, held by it in a fiduciary
capacity. In the absence of a quorum, the chairman of the meeting may adjourn
the


                                       10
<PAGE>   48
meeting from time to time in the manner provided in Section 1.8 hereof until a
quorum shall be present.

                  Section 1.8       Adjournment.

                  Any meeting of stockholders, annual or special, may adjourn
from time to time solely by the chairman of the meeting because of the absence
of a quorum or for any other reason and to reconvene at the same or some other
time, date and place, if any. Notice need not be given of any such adjourned
meeting if the time, date and place thereof are announced at the meeting at
which the adjournment is taken. The chairman of the meeting shall have full
power and authority to adjourn a stockholder meeting in his sole discretion even
over stockholder opposition to such adjournment. The stockholders present at a
meeting shall not have the authority to adjourn the meeting. If the time, date
and place, if any, thereof, and the means of remote communication, if any, by
which the stockholders and the proxy holders may be deemed to be present and in
person and vote at such adjourned meeting are announced at the meeting at which
the adjournment is taken and the adjournment is for less than thirty (30) days,
no notice need be given of any such adjourned meeting. If the adjournment is for
more than thirty (30) days and the time, date and place, if any, and the means
of remote communication, if any, by which the stockholders and the proxy holders
may be deemed to be present and in person are not announced at the meeting at
which the adjournment is taken, or if after the adjournment a new record date is
fixed for the adjourned meeting, then notice shall be given by the Secretary as
required for the original meeting. At the adjourned meeting, the Corporation may
transact any business that might have been transacted at the original meeting.

                  Section 1.9       Organization.

                  The Chairman of the Board, or in his absence the President, or
in their absence any Vice President, shall call to order meetings of
stockholders and preside over and act as


                                       11
<PAGE>   49
chairman of such meetings. The Board of Directors or, if the Board fails to act,
the stockholders, may appoint any stockholder, director or officer of the
Corporation to act as chairman of any meeting in the absence of the Chairman of
the Board, the President and all Vice Presidents. The date and time of the
opening and closing of the polls for each matter upon which the stockholders
will vote at a meeting shall be determined by the chairman of the meeting and
announced at the meeting. The Board of Directors may adopt by resolution such
rules and regulations for the conduct of the meeting of stockholders as it shall
deem appropriate. Unless otherwise determined by the Board of Directors, the
chairman of the meeting shall have the exclusive right to determine the order of
business and to prescribe other such rules, regulations and procedures and shall
have the authority in his discretion to regulate the conduct of any such
meeting. Such rules, regulations or procedures, whether adopted by the Board of
Directors or prescribed by the chairman of the meeting, may include, without
limitation, the following: (i) rules and procedures for maintaining order at the
meeting and the safety of those present; (ii) limitations on attendance at or
participation in the meeting to stockholders of record of the Corporation, their
duly authorized and constituted proxies or such other persons as the chairman of
the meeting shall determine; (iii) restrictions on entry to the meeting after
the time fixed for the commencement thereof; and (iv) limitations on the time
allotted to questions or comments by participants. Unless and to the extent
determined by the Board of Directors or the chairman of the meeting, meetings of
stockholders shall not be required to be held in accordance with the rules of
parliamentary procedure.

                  The Secretary shall act as secretary of all meetings of
stockholders, but, in the absence of the Secretary, the chairman of the meeting
may appoint any other person to act as secretary of the meeting.

                                       12
<PAGE>   50
                  Section 1.10 Postponement or Cancellation of Meeting.

                  Any previously scheduled annual or special meeting of the
stockholders may be postponed or canceled by resolution of the Board of
Directors upon public notice given prior to the time previously scheduled for
such meeting of stockholders.

                  Section 1.11 Voting.

                  Subject to the rights of the holders of any series of
preferred stock and except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws and except for the election of directors, at any
meeting duly called and held at which a quorum is present, the affirmative vote
of a majority of the combined voting power of the outstanding shares present in
person or represented by proxy at the meeting and entitled to vote on the
subject matter shall be the act of the stockholders. Subject to the rights of
the holders of any series of preferred stock, at any meeting duly called and
held for the election of directors at which a quorum is present, directors shall
be elected by a plurality of the combined voting power of the outstanding shares
present in person or represented by proxy at the meeting and entitled to vote on
the election of directors.

                                   ARTICLE II

                               BOARD OF DIRECTORS

                  Section 2.1       Number and Term of Office.

                  (a) The governing body of this Corporation shall be a Board of
Directors. Subject to any rights of the holders of any series of preferred stock
to elect additional directors, the Board of Directors shall be comprised of not
less than three (3) members, or such other number as may be fixed from time to
time by the Board of Directors by resolution adopted by the affirmative vote of
75% of the members of the Board of Directors then in office. Directors need not
be stockholders of the Corporation. The Corporation shall nominate the persons
holding the


                                       13
<PAGE>   51
offices of Chairman of the Board and President for election as directors at any
meeting at which such persons are subject to election as directors.

                   (b) Except as otherwise fixed by the Certificate of
Incorporation relating to the rights of the holders of any series of preferred
stock to separately elect additional directors, which additional directors are
not required to be classified pursuant to the terms of such series of preferred
stock, the Board of Directors shall be divided into three classes: Class I,
Class II and Class III. Each class shall consist, as nearly as possible, of a
number of directors equal to one-third (33 1/3%) of the then authorized number
of members of the Board of Directors. The term of office of the initial Class I
directors shall expire at the annual meeting of stockholders in 2002; the term
of office of the initial Class II directors shall expire at the annual meeting
of stockholders in 2003; and the term of office of the initial Class III
directors shall expire at the annual meeting of stockholders in 2004. At each
annual meeting of stockholders of the Corporation the successors of that class
of directors whose term expires at that meeting shall be elected to hold office
for a term expiring at the annual meeting of stockholders held in the third year
following the year of their election. The directors of each class will serve
until the earliest to occur of their death, resignation, removal or
disqualification or the election and qualification of their respective
successors.

                  Section 2.2       Resignations.

                  Any director of the Corporation, or any member of any
committee, may resign at any time by giving written notice to the Board of
Directors, the Chairman of the Board or the President or Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein or, if the time be not specified therein, then upon receipt thereof. The


                                       14
<PAGE>   52
acceptance of such resignation shall not be necessary to make it effective
unless otherwise stated therein.

                  Section 2.3       Removal of Directors.

                  Subject to the rights of the holders of any series of
preferred stock, directors may be removed from office only for cause upon the
affirmative vote of the holders of not less than a majority of the total voting
power of the then outstanding shares entitled to vote at an election of
directors voting together as a single class.

                  Section 2.4       Newly Created Directorships and Vacancies.

                  Subject to the rights of the holders of any series of
preferred stock, vacancies on the Board of Directors resulting from death,
resignation, removal, disqualification or other cause, and newly created
directorships resulting from any increase in the number of directors on the
Board of Directors, shall be filled by the affirmative vote of a majority of the
remaining directors then in office (even though less than a quorum) or by the
sole remaining director at any regular or special meeting of the Board of
Directors. Any director elected in accordance with the preceding sentence shall
hold office for the remainder of the full term of the class of directors in
which the vacancy occurred or to which the new directorship is apportioned, and
until such director's successor shall have been elected and qualified. No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director, except as may be provided in the
terms of any series of preferred stock with respect to any additional director
elected by the holders of such series of preferred stock. Notwithstanding
Article 1 of these Bylaws, in case the entire Board of Directors shall die or
resign, the President or Secretary of the Corporation, or any ten (10)
stockholders may call and cause notice to be given for a special meeting of
stockholders in the same manner that the Chairman of the Board


                                       15
<PAGE>   53
may call such a meeting, and directors for the unexpired terms may be elected at
such special meeting.

                  Section 2.5       Meetings.

                  The annual meeting of each newly elected Board of Directors
may be held on such date and at such time and place as the Board of Directors
determines. The annual meeting may be held immediately following the annual
meeting of stockholders, and if so held, no notice of such meeting shall be
necessary to the newly elected directors in order to hold the meeting legally,
provided that a quorum shall be present thereat.

                  Notice of each regular meeting shall be furnished in writing
to each member of the Board of Directors not less than five (5) days in advance
of said meeting, unless such notice requirement is waived in writing by each
member. No notice need be given of the meeting immediately following an annual
meeting of stockholders.

                  Special meetings of the Board of Directors shall be held at
such time and place as shall be designated in the notice of the meeting. Special
meetings of the Board of Directors may be called by the Chairman of the Board,
and shall be called by the President or Secretary of the Corporation upon the
written request of not less than 75% of the members of the Board of Directors
then in office.

                  Section 2.6       Notice of Special Meetings.

                  The Secretary, or in his absence any other officer of the
Corporation, shall give each director notice of the time and place of holding of
special meetings of the Board of Directors by mail at least ten (10) days before
the meeting, or by facsimile transmission, electronic mail or personal service
at least twenty-four (24) hours before the meeting unless such notice
requirement is waived in writing by each member. Unless otherwise stated in the
notice


                                       16
<PAGE>   54
thereof, any and all business may be transacted at any meeting without
specification of such business in the notice.

                  Section 2.7       Conference Telephone Meeting.

                  Members of the Board of Directors, or any committee thereof,
may participate in a meeting of the Board of Directors or such committee by
means of telephone conference or other similar communications equipment by means
of which all persons participating in the meeting can hear each other and
communicate with each other, and such participation in a meeting shall
constitute presence in person at such meeting.

                  Section 2.8       Quorum and Organization of Meetings.

                  A majority of the total number of members of the Board of
Directors as constituted from time to time shall constitute a quorum for the
transaction of business, but, if at any meeting of the Board of Directors
(whether or not adjourned from a previous meeting) there shall be less than a
quorum present, a majority of those present may adjourn the meeting to another
time, date and place, and the meeting may be held as adjourned without further
notice or waiver. Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, a majority of the directors present at any
meeting at which a quorum is present may decide any question brought before such
meeting. Meetings shall be presided over by the Chairman of the Board or in his
absence by such other person as the directors may select. The Board of Directors
shall keep written minutes of its meetings. The Secretary of the Corporation
shall act as secretary of the meeting, but in his absence the chairman of the
meeting may appoint any person to act as secretary of the meeting.

                  The Board may designate one or more committees, each committee
to consist of one or more of the directors of the Corporation. The Board may
designate one or more Directors as alternate members of any committee to replace
absent or disqualified members at any meeting


                                       17
<PAGE>   55
of such committee. If a member of a committee shall be absent from any meeting,
or disqualified from voting thereat, the remaining member or members present and
not disqualified from voting, whether or not such member or members constitute a
quorum, may, by a unanimous vote, appoint another member of the Board of
Directors to act at the meeting in place of any such absent or disqualified
member. Any such committee, to the extent provided in a resolution of the Board
of Directors passed as aforesaid, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
impressed on all papers that may require it, but no such committee shall have
the power or authority of the Board of Directors in reference to (i) approving
or adopting, or recommending to the stockholders, any action or matter expressly
required by the laws of the State of Delaware to be submitted to the
stockholders for approval or (ii) adopting, amending or repealing any Bylaw of
the Corporation. Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the Board of
Directors. Unless otherwise specified in the resolution of the Board of
Directors designating a committee, at all meetings of such committee a majority
of the total number of members of the committee shall constitute a quorum for
the transaction of business, and the vote of a majority of the members of the
committee present at any meeting at which there is a quorum shall be the act of
the committee. Each committee shall keep regular minutes of its meetings. Unless
the Board of Directors otherwise provides, each committee designated by the
Board of Directors may make, alter and repeal rules for the conduct of its
business. In the absence of such rules each committee shall conduct its business
in the same manner as the Board of Directors conducts its business pursuant to
Article 2 of these Bylaws.


                                       18
<PAGE>   56
                  Section 2.9       Indemnification.

                  The Corporation shall indemnify members of the Board of
Directors and officers of the Corporation and their respective heirs, personal
representatives and successors in interest for or on account of any action
performed on behalf of the Corporation, to the fullest extent permitted by the
laws of the State of Delaware and the Corporation's Certificate of
Incorporation, as now or hereafter in effect.

                  Section 2.10      Indemnity Undertaking.

                  To the extent not prohibited by law, the Corporation shall
indemnify any person who is or was made, or threatened to be made, a party to
any threatened, pending or completed action, suit or proceeding (a
"Proceeding"), whether civil, criminal, administrative or investigative,
including, without limitation, an action by or in the right of the Corporation
to procure a judgment in its favor, by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a director or
officer of the Corporation, or is or was serving in any capacity at the request
of the Corporation for any other corporation, partnership, limited liability
company, joint venture, trust, employee benefit plan or other enterprises (an
"Other Entity"), against judgments, fines, penalties, excise taxes, amounts paid
in settlement and costs, charges and expenses (including attorneys' fees and
disbursements). Persons who are not directors or officers of the Corporation may
be similarly indemnified in respect of service to the Corporation or to an Other
Entity at the request of the Corporation to the extent the Board of Directors at
any time specifies that such persons are entitled to the benefits of this
Section 2.10. Except as otherwise provided in Section 2.12 hereof, the
Corporation shall be required to indemnify a person in connection with a
proceeding (or part thereof) commenced by such person only if the commencement
of such proceeding (or part thereof) by the person was authorized by the Board
of Directors.


                                       19
<PAGE>   57
                  Section 2.11      Advancement of Expenses.

                  The Corporation shall, from time to time, reimburse or advance
to any director or officer or other person entitled to indemnification hereunder
the funds necessary for payment of expenses, including attorneys' fees and
disbursements, incurred in connection with any Proceeding in advance of the
final disposition of such Proceeding; provided, however, that, if required by
the laws of the State of Delaware, such expenses incurred by or on behalf of any
director or officer or other person may be paid in advance of the final
disposition of a Proceeding only upon receipt by the Corporation of an
undertaking, by or on behalf of such director or officer (or other person
indemnified hereunder), to repay any such amount so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right of appeal that such director, officer or other person is not
entitled to be indemnified for such expenses. Except as otherwise provided in
Section 2.12 hereof, the Corporation shall be required to reimburse or advance
expenses incurred by a person in connection with a proceeding (or part thereof)
commenced by such person only if the commencement of such proceeding (or part
thereof) by the person was authorized by the Board of Directors.

                  Section 2.12      Claims.

                  If a claim for indemnification or advancement of expenses
under this Article 2 is not paid in full within thirty (30) days after a written
claim therefor by the person seeking indemnification or reimbursement or
advancement of expenses has been received by the Corporation, the person may
file suit to recover the unpaid amount of such claim and, if successful, in
whole or in part, shall be entitled to be paid the expense of prosecuting such
claim. In any such action the Corporation shall have the burden of proving that
the person seeking indemnification or reimbursement or advancement of expenses
is not entitled to the requested indemnification, reimbursement or advancement
of expenses under applicable law.


                                       20
<PAGE>   58
                  Section 2.13      Amendment, Modification or Repeal.

                  Any amendment, modification or repeal of the foregoing
provisions of this Article 2 shall not adversely affect any right or protection
hereunder of any person entitled to indemnification under Section 2.9 hereof in
respect of any act or omission occurring prior to the time of such repeal or
modification.

                  Section 2.14 Executive Committee of the Board of Directors.

                  The Board of Directors, by the affirmative vote of not less
than 75% of the members of the Board of Directors then in office, may designate
an executive committee, all of whose members shall be directors, to manage and
operate the affairs of the Corporation or particular properties or enterprises
of the Corporation. Subject to the limitations of the law of the State of
Delaware and the Certificate of Incorporation, such executive committee shall
exercise all powers and authority of the Board of Directors in the management of
the business and affairs of the Corporation including, but not limited to, the
power and authority to authorize the issuance of shares of common or preferred
stock. The executive committee shall keep minutes of its meetings and report to
the Board of Directors not less often than quarterly on its activities and shall
be responsible to the Board of Directors for the conduct of the enterprises and
affairs entrusted to it. Regular meetings of the executive committee, of which
no notice shall be necessary, shall be held at such time, dates and places as
shall be fixed by resolution adopted by the executive committee. Special
meetings of the executive committee shall be called at the request of the
President or of any member of the executive committee, and shall be held upon
such notice as is required by these Bylaws for special meetings of the Board of
Directors, provided that oral notice by telephone or otherwise shall be
sufficient if received not later than the day immediately preceding the day of
the meeting.


                                       21
<PAGE>   59
                  Section 2.15      Other Committees of the Board of Directors.

                  The Board of Directors may by resolution establish committees
other than an executive committee and shall specify with particularity the
powers and duties of any such committee. Subject to the limitations of the laws
of the State of Delaware and the Certificate of Incorporation, any such
committee shall exercise all powers and authority specifically granted to it by
the Board of Directors, which powers may include the authority to authorize the
issuance of shares of common or preferred stock. Such committees shall serve at
the pleasure of the Board of Directors, keep minutes of their meetings and have
such names as the Board of Directors by resolution may determine and shall be
responsible to the Board of Directors for the conduct of the enterprises and
affairs entrusted to them.

                  Section 2.16      Directors' Compensation.

                  Directors shall receive such compensation for attendance at
any meetings of the Board and any expenses incidental to the performance of
their duties as the Board of Directors shall determine by resolution. Such
compensation may be in addition to any compensation received by the members of
the Board of Directors in any other capacity.

                  Section 2.17      Action Without Meeting.

                  Nothing contained in these Bylaws shall be deemed to restrict
the power of members of the Board of Directors or any committee designated by
the Board of Directors to take any action required or permitted to be taken by
them without a meeting.

                                   ARTICLE III

                                    OFFICERS

                  Section 3.1       Executive Officers.

                  The Board of Directors shall elect from its own number, at its
first meeting after each annual meeting of stockholders, a Chairman of the Board
and a President. The Board of


                                       22
<PAGE>   60
Directors may also elect such Vice Presidents as in the opinion of the Board of
Directors the business of the Corporation requires, a Treasurer and a Secretary,
any of whom may or may not be directors. The Board of Directors may also elect,
from time to time, such other or additional officers as in its opinion are
desirable for the conduct of business of the Corporation. Each officer shall
hold office until the first meeting of the Board of Directors following the next
annual meeting of stockholders following their respective election. Any person
may hold at one time two or more offices; provided, however, that the President
shall not hold any other office except that of Chairman of the Board.

                  Section 3.2       Powers and Duties of Officers.

                  The Chairman of the Board shall have overall responsibility
for the management and direction of the business and affairs of the Corporation
and shall exercise such duties as customarily pertain to the office of Chairman
of the Board and such other duties as may be prescribed from time to time by the
Board of Directors. He shall be the senior officer of the Corporation and in
case of the inability or failure of the President to perform his duties, he
shall perform the duties of the President. He may appoint and terminate the
appointment or election of officers, agents or employees other than those
appointed or elected by the Board of Directors. He may sign, execute and
deliver, in the name of the Corporation, powers of attorney, contracts, bonds
and other obligations. The Chairman shall preside at all meetings of
stockholders and of the Board of Directors at which he is present, and shall
perform such other duties as may be prescribed from time to time by the Board of
Directors or these Bylaws.

                  The President of the Corporation shall have such powers and
perform such duties as customarily pertain to a chief executive officer and the
office of a president, including, without limitation, being responsible for the
active direction of the daily business of the Corporation, and shall exercise
such other duties as may be prescribed from time to time by the


                                       23
<PAGE>   61
Board of Directors. The President may sign, execute and deliver, in the name of
the Corporation, powers of attorney, contracts, bonds and other obligations. In
the absence or disability of the Chairman of the Board, the President shall
perform the duties and exercise the powers of the Chairman of the Board.

                  Vice Presidents shall have such powers and perform such duties
as may be assigned to them by the Chairman of the Board, the President, the
executive committee, if any, or the Board of Directors. A Vice President may
sign and execute contracts and other obligations pertaining to the regular
course of his duties which implement policies established by the Board of
Directors.

                  The Treasurer shall be the chief financial officer of the
Corporation. Unless the Board of Directors otherwise declares by resolution, the
Treasurer shall have general custody of all the funds and securities of the
Corporation and general supervision of the collection and disbursement of funds
of the Corporation. He shall endorse for collection on behalf of the Corporation
checks, notes and other obligations, and shall deposit the same to the credit of
the Corporation in such bank or banks or depository as the Board of Directors
may designate. He may sign, with the Chairman of the Board, President or such
other person or persons as may be designated for the purpose by the Board of
Directors, all bills of exchange or promissory notes of the Corporation. He
shall enter or cause to be entered regularly in the books of the Corporation a
full and accurate account of all moneys received and paid by him on account of
the Corporation, shall at all reasonable times exhibit his books and accounts to
any director of the Corporation upon application at the office of the
Corporation during business hours and, whenever required by the Board of
Directors or the President, shall render a statement of his accounts. He shall
perform such other duties as may be prescribed from time to time by the Board of
Directors or by


                                       24
<PAGE>   62
these Bylaws. He may be required to give bond for the faithful performance of
his duties in such sum and with such surety as shall be approved by the Board of
Directors. Any Assistant Treasurer shall, in the absence or disability of the
Treasurer, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

                  The Secretary shall keep the minutes of all meetings of the
stockholders and of the Board of Directors. The Secretary shall cause notice to
be given of meetings of stockholders, of the Board of Directors, and of any
committee appointed by the Board of Directors. He shall have custody of the
corporate seal, minutes and records relating to the conduct and acts of the
stockholders and Board of Directors, which shall, at all reasonable times, be
open to the examination of any director. The Secretary or any Assistant
Secretary may certify the record of proceedings of the meetings of the
stockholders or of the Board of Directors or resolutions adopted at such
meetings, may sign or attest certificates, statements or reports required to be
filed with governmental bodies or officials, may sign acknowledgments of
instruments, may give notices of meetings and shall perform such other duties
and have such other powers as the Board of Directors may from time to time
prescribe.

                  Section 3.3       Bank Accounts.

                  In addition to such bank accounts as may be authorized in the
usual manner by resolution of the Board of Directors, the Treasurer, with
approval of the Chairman of the Board or the President, may authorize such bank
accounts to be opened or maintained in the name and on behalf of the Corporation
as he may deem necessary or appropriate, provided payments from such bank
accounts are to be made upon and according to the check of the Corporation,
which may be signed jointly or singularly by either the manual or facsimile
signature or signatures of such officers or bonded employees of the Corporation
as shall be specified in the written


                                       25
<PAGE>   63
instructions of the Treasurer or Assistant Treasurer of the Corporation with the
approval of the Chairman of the Board or the President of the Corporation.

                  Section 3.4       Proxies; Stock Transfers.

                  Unless otherwise provided in the Certificate of Incorporation
or directed by the Board of Directors, the Chairman of the Board or the
President or any Vice President or their designees shall have full power and
authority on behalf of the Corporation to attend and to vote upon all matters
and resolutions at any meeting of stockholders of any corporation in which this
Corporation may hold stock, and may exercise on behalf of this Corporation any
and all of the rights and powers incident to the ownership of such stock at any
such meeting, whether regular or special, and at all adjournments thereof, and
shall have power and authority to execute and deliver proxies and consents on
behalf of this Corporation in connection with the exercise by this Corporation
of the rights and powers incident to the ownership of such stock, with full
power of substitution or revocation. Unless otherwise provided in the
Certificate of Incorporation or directed by the Board of Directors, the Chairman
of the Board or the President or any Vice President or their designees shall
have full power and authority on behalf of the Corporation to transfer, sell or
dispose of stock of any corporation in which this Corporation may hold stock.

                                   ARTICLE IV

                                  CAPITAL STOCK

                  Section 4.1       Shares.

                  The shares of the corporation shall be represented by a
certificate or shall be uncertificated. Certificates shall be signed by the
Chairman of the Board of Directors or the President and by the Secretary or the
Treasurer, and sealed with the seal of the Corporation. Such seal may be a
facsimile, engraved or printed. Within a reasonable time after the issuance or
transfer of uncertificated shares, the Corporation shall send to the registered
owner thereof a


                                       26
<PAGE>   64
written notice containing the information required to be set forth or stated on
certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the Delaware
General Corporation Law or a statement that the Corporation will furnish without
charge to each stockholder who so requests the powers, designations, preferences
and relative participating, optional or other special rights of each class of
stock or series thereof and the qualification, limitations or restrictions of
such preferences and/or rights.

                  Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such an officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if such
officer, transfer agent or registrar had not ceased to hold such position at the
time of its issuance.

                  Section 4.2       Transfer of Shares.

                  (a) Upon surrender to the Corporation or the transfer agent of
a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignation or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books. Upon receipt of
proper transfer instructions from the registered owner of uncertificated shares
such uncertificated shares shall be cancelled, and the issuance of new
equivalent uncertificated shares or certificated shares shall be made to the
person entitled thereto and the transaction shall be recorded upon the books of
the Corporation.

                  (b) The person in whose name shares of stock stand on the
books of the Corporation shall be deemed by the Corporation to be the owner
thereof for all purposes, and the


                                       27
<PAGE>   65
Corporation shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Delaware.

                  Section 4.3       Lost Certificates.

                  The Board of Directors or any transfer agent of the
Corporation may direct a new certificate or certificates or uncertificated
shares representing stock of the Corporation to be issued in place of any
certificate or certificates theretofore issued by the Corporation, alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate to be lost, stolen or destroyed.
When authorizing such issue of a new certificate or certificates or
uncertificated shares, the Board of Directors (or any transfer agent of the
Corporation authorized to do so by a resolution of the Board of Directors) may,
in its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to give the Corporation a bond in such sum as the Board of
Directors (or any transfer agent so authorized) shall direct to indemnify the
Corporation and the transfer agent against any claim that may be made against
the Corporation with respect to the certificate alleged to have been lost,
stolen or destroyed or the issuance of such new certificates or uncertificated
shares, and such requirement may be general or confined to specific instances.

                  Section 4.4 Transfer Agent and Registrar.

                  The Board of Directors may appoint one or more transfer agents
and one or more registrars, and may require all certificates for shares to bear
the manual or facsimile signature or signatures of any of them.


                                       28
<PAGE>   66
                  Section 4.5 Regulations.

                  The Board of Directors shall have power and authority to make
all such rules and regulations as it may deem expedient concerning the issue,
transfer, registration, cancellation and replacement of certificates
representing stock of the Corporation or uncertificated shares, which rules and
regulations shall comply in all respects with the rules and regulations of the
transfer agent.

                                    ARTICLE V

                               GENERAL PROVISIONS

                  Section 5.1       Offices.

                  The Corporation shall maintain a registered office in the
State of Delaware as required by the laws of the State of Delaware. The
Corporation may also have offices in such other places, either within or without
the State of Delaware, as the Board of Directors may from time to time designate
or as the business of the Corporation may require.

                  Section 5.2       Corporate Seal.

                   The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization, and the words "Corporate Seal"
and "Delaware."

                  Section 5.3 Fiscal Year.

                  The fiscal year of the Corporation shall be determined by
resolution of the Board of Directors.

                  Section 5.4       Notices and Waivers Thereof.

                  Whenever any notice is required by the laws of the State of
Delaware, the Certificate of Incorporation or these Bylaws to be given to any
stockholder, director or officer, such notice, except as otherwise provided by
law, may be given personally, or by mail, or, in the case of directors or
officers, by electronic mail or facsimile transmission, addressed to such


                                       29
<PAGE>   67
address as appears on the books of the Corporation. Any notice given by
electronic mail or facsimile transmission shall be deemed to have been given
when it shall have been transmitted and any notice given by mail shall be deemed
to have been given three (3) business days after it shall have been deposited in
the United States mail with postage thereon prepaid.

                  Whenever any notice is required to be given by law, the
Certificate of Incorporation, or these Bylaws, a written waiver thereof, signed
by the person entitled to such notice, whether before or after the meeting or
the time stated therein, shall be deemed equivalent in all respects to such
notice to the full extent permitted by law.

                  Section 5.5       Saving Clause.

                  These Bylaws are subject to the provisions of the Certificate
of Incorporation and applicable law. In the event any provision of these Bylaws
is inconsistent with the Certificate of Incorporation or the corporate laws of
the State of Delaware, such provision shall be invalid to the extent only of
such conflict, and such conflict shall not affect the validity of any other
provision of these Bylaws.

                  Section 5.6       Amendments.

                  In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware, the Board of Directors, by action taken by
the affirmative vote of not less than 75% of the members of the Board of
Directors then in office, is hereby expressly authorized and empowered to adopt,
amend or repeal any provision of the Bylaws of this Corporation.

                  Subject to the rights of the holders of any series of
preferred stock, these Bylaws may be adopted, amended or repealed by the
affirmative vote of the holders of not less than 66 2/3% of the total voting
power of the then outstanding capital stock of the Corporation entitled to vote
thereon; provided, however, that this paragraph shall not apply to, and no vote
of the stockholders of the Corporation shall be required to authorize, the
adoption, amendment or


                                       30
<PAGE>   68
repeal of any provision of the Bylaws by the Board of Directors in accordance
with the preceding paragraph.


                                       31