<PAGE>

                                                                    EXHIBIT 3(a)

                                   AT&T CORP.

                             RESTATED CERTIFICATE OF
                            INCORPORATION OF AMERICAN
                         TELEPHONE AND TELEGRAPH COMPANY
                             FILED JANUARY 10, 1989

                       WITH AMENDMENTS DATED JUNE 8, 1989,
           MARCH 18, 1992, JUNE 1, 1992, APRIL 20, 1994, JUNE 8, 1998,
           MARCH 9, 1999, APRIL 12, 2000, JUNE 2, 2000, JUNE 15, 2000,
                JANUARY 19, 2001, JUNE 6, 2001 AND JUNE 20, 2001
                               NOVEMBER 18, 2002
<PAGE>

                    RESTATED CERTIFICATE OF INCORPORATION OF
                    AMERICAN TELEPHONE AND TELEGRAPH COMPANY
                        UNDER SECTION 807 OF THE BUSINESS
                                 CORPORATION LAW

         We, the undersigned, being a Vice President and the Secretary,
respectively, of American Telephone and Telegraph Company, do hereby certify as
follows:

         1.       The name of the corporation is "American Telephone and
Telegraph Company."

         2.       The Certificate of Incorporation of the corporation was filed
in the office of the Secretary of State of New York on March 3, 1885.

         3.       The text of the Certificate of Incorporation (1) is hereby
amended pursuant to authority vested in the Board of Directors by the
Certificate of Incorporation of the corporation, as heretofore amended, and in
accordance with Section 502 of the Business Corporation Law to delete in its
entirety Article EIGHTH thereof stating the number, designation, relative
rights, preferences, and limitations pertaining to four series of preferred
shares, all of which shares have been redeemed by the corporation, and renumber
the articles subsequent thereto sequentially following Article SEVENTH; and (2)
as so amended and as amended heretofore is hereby restated to read as herein set
forth in full:

                  "We do hereby associate ourselves together for the purpose of
         constructing, buying, owning, leasing, or otherwise obtaining, lines of
         electric telegraph partly within and party beyond the limits of the
         State of New York, and of equipping, using, operating, or otherwise
         maintaining, the same; and of becoming a body politic and corporate
         under and by virtue of the provisions of an act of the Legislature of
         the State of New York entitled `An Act to provide for the incorporation
         and regulation of telegraph companies,' passed April 12, 1848, and the
         various acts amendatory thereof or supplemental thereto; and of having
         and exercising all and every of the powers, privileges, franchises and
         immunities in and by said acts conferred. And in pursuance of the
         requirements of the various acts aforesaid, and for the purposes above
         set forth, we do hereby declare and certify as follows,

                  "FIRST. The name assumed to distinguish such association and
         to be used in its dealings, and by which it may sue and be sued, is the
         American Telephone and Telegraph Company.

                  "SECOND. The general route of the lines of telegraph of said
         association will be from a point or points in the city of New York
         along all rail roads, bridges, highways and other practicable, suitable
         and convenient ways or courses, leading thence to the cities of Albany,
         Boston, and the intermediate cities, towns and places, also from a
         point or points in and through the city of New York, and thence through
         and across the Hudson and East rivers and the bay and harbor of New
         York, to Jersey City, Long Island City and Brooklyn, and along all rail
         roads, bridges, highways and other practicable, suitable and convenient
         ways and courses to the cities of Philadelphia, Baltimore, Washington,

<PAGE>

         Richmond, Charleston, Mobile and New Orleans, and to all intermediate
         cities, towns and places; and in like manner to the cities of Buffalo,
         Pittsburgh, Cleveland, Cincinnati, Louisville, Memphis, Indianapolis,
         Chicago, Saint Louis, Kansas City, Keokuk, Des Moines, Detroit,
         Milwaukee, Saint Paul, Minneapolis, Omaha, Cheyenne, Denver, Salt Lake
         City, San Francisco and Portland, and to all intermediate cities, towns
         and places, and also along all rail roads, bridges, highways and other
         practicable, suitable and convenient ways and courses as may be
         necessary or proper for the purpose of connecting with each other one
         or more points in said city of New York, and in each of the cities,
         towns and places hereinabove specifically or generally designated.

                  "And it is further declared and certified that the general
         route of the lines of this association, in addition to those
         hereinbefore described or designated, will connect one or more points
         in each and every city, town or place in the State of New York with one
         or more points in each and every other city, town or place in said
         State, and in each and every other of the United States, and in Canada
         and Mexico, and each and every of said cities, towns and places is to
         be connected with each and every other city, town or place in said
         States and Countries, and also by cable and other appropriate means
         with the rest of the known world as may hereafter become necessary or
         desirable in conducting the business of this association.

                  "THIRD. The aggregate number of shares which the corporation
         is authorized to issue is 1,600,000,000 shares, consisting of
         1,500,000,000 common shares having a par value of $1 per share and
         100,000,000 preferred shares having a par value of $1 per share.

                  "The preferred shares may be issued from time to time in one
         or more series. All preferred shares of all series shall rank equally
         and be identical in all respects except that the Board of Directors is
         authorized to fix the number of shares in each series, the designation
         thereof and, subject to the provisions of this Article Third, the
         relative rights, preferences and limitations of each series and the
         variations in such rights, preferences and limitations as between
         series and specifically is authorized to fix with respect to each
         series:

                  "(a) the dividend rate on the shares of such series and the
         date or dates from which dividends shall be cumulative;

                  "(b) the times when, the prices at which, and all other terms
         and conditions upon which, shares of such series shall be redeemable;

                  "(c) the amounts which the holders of shares of such series
         shall be entitled to receive upon the liquidation, dissolution or
         winding up of the corporation, which amounts may vary depending on
         whether such liquidation, dissolution or winding up is voluntary or
         involuntary and, if voluntary, may vary at different dates;

                  "(d) whether or not the shares of such series shall be subject
         to the operation of a purchase, retirement or sinking fund and, if so,
         the extent to and manner n which such purchase, retirement or sinking
         fund shall be applied to the purchase or redemption of

<PAGE>

         the shares of such series for retirement or for other corporate
         purposes and the terms and provisions relative to the operation of the
         said fund or funds;

                  "(e) whether or not the shares of such series shall be
         convertible into or exchangeable for shares of any other class or
         series and, if so, the price or prices or the rate or rates of
         conversion or exchange and the method, if any, of adjusting the same;

                  "(f) the restrictions, if any, upon the payment of dividends
         or making of other distributions on, and upon the purchase or other
         acquisition of, common shares;

                  "(g) the restrictions, if any, upon the creation of
         indebtedness, and the restrictions, if any, upon the issue of any
         additional shares ranking on a parity with or prior to the shares of
         such series in addition to the restrictions provided for in this
         Article Third;

                  "(h) the voting powers, if any, of the shares of such series
         in addition to the voting powers provided for in this Article Third;
         and

                  "(i) such other rights, preferences and limitations as shall
         not be inconsistent with this Article Third.

"All shares of any particular series shall rank equally and be identical in all
respects except that shares of any one series issued at different times may
differ as to the date from which dividends shall be cumulative.

         "Dividends on preferred shares of each series shall be cumulative from
the date or dates fixed with respect to such series and shall be paid or
declared or set apart for payment for all past dividend periods and for the
current dividend period before any dividends (other than dividends payable in
common shares) shall be declared or paid or set apart for payment on common
shares. Whenever, at any time, full cumulative dividends for all past dividend
periods and for the current dividend period shall have been paid or declared and
set apart for payment on all then outstanding preferred shares and all
requirements with respect to any purchase, retirement or sinking fund or funds
for all series of preferred shares shall have been complied with, the Board of
Directors may declare dividends on the common shares and the preferred shares
shall not be entitled to share therein.

         "Upon any liquidation, dissolution or winding up of the corporation,
the holders of preferred shares of each series shall be entitled to receive the
amounts to which such holders are entitled as fixed with respect to such series,
including all dividends accumulated to the date of final distribution, before
any payment or distribution of assets of the corporation shall be made to or set
apart for the holders of common shares and after such payments shall have been
made in full to the holders of preferred shares, the holders of common shares
shall be entitled to receive any and all assets remaining to be paid or
distributed to shareholders and the holders of preferred shares shall not be
entitled to share therein. For the purposes of this paragraph, the voluntary
sale, conveyance, lease, exchange or transfer of all or substantially all the
property or assets of the corporation or a consolidation or merger of the
corporation with one or more other corporations (whether or not the corporation
is the corporation surviving such consolidation or

<PAGE>

merger) shall not be deemed to be a liquidation, dissolution or winding up,
voluntary or involuntary.

         "The aggregate amount which all preferred shares outstanding at any
time shall be entitled to receive on involuntary liquidation, dissolution or
winding up shall not exceed $8,000,000,000.

         "So long as any preferred shares are outstanding, the corporation will
not (a) without the affirmative vote or consent of the holders of at least
66-2/3% of all the preferred shares at the time outstanding, (i) authorize
shares of stock ranking prior to the preferred shares, or (ii) change any
provision of this Article Third so as to affect adversely the preferred shares;
(b) without the affirmative vote or consent of the holders of at least 66-2/3%
of any series of preferred shares at the time outstanding, change any of the
provisions of such series so as to affect adversely the shares of such series;
(c) without the affirmative vote or consent of the holders of at least a
majority of all the preferred shares at the time outstanding, (i) increase the
authorized number of preferred shares or (ii) authorize shares of any other
class of stock ranking on a parity with the preferred shares.

         "Whenever, at any time or times, dividends payable on preferred shares
shall be in default in an aggregate amount equivalent to six full quarterly
dividends on any series of preferred shares at the time outstanding, the number
of directors then constituting the Board of Directors of the corporation shall
ipso facto be increased by two, and the outstanding preferred shares shall, in
addition to any other voting rights, have the exclusive right, voting separately
as a class and without regard to series, to elect two directors of the
corporation to fill such newly created directorships and such right shall
continue until such time as all dividends accumulated on all preferred shares to
the latest dividend payment date shall have been paid or declared and set apart
for payment.

         "No holder of preferred shares of any series, irrespective of any
voting or other rights of shares of such series, shall have, as such holder, any
preemptive right to purchase any other shares of the corporation or any
securities convertible into or entitling the holder to purchase such other
shares.

         "If in any case the amounts payable with respect to any requirements to
retire preferred shares are not paid in full in the case of all series with
respect to which such requirements exist, the number of shares to be retired in
each series shall be in proportion to the respective amounts which would be
payable on account of such requirements if all amounts payable were paid in
full.

         "FOURTH. The number of directors shall be as provided for in the
By-Laws.

         "FIFTH. The duration of the corporation shall be perpetual.

         "SIXTH. The office of the corporation is located in the Borough of
Manhattan, City and County of New York, State of New York.

         "SEVENTH. The Secretary of State of the State of New York is designated
as agent of

<PAGE>

the corporation upon whom process against it may be served. The post
office address to which the Secretary of State shall mail a copy of any process
served upon him as agent of the corporation is American Telephone and Telegraph
Company, 550 Madison Avenue, New York, New York 10022.

         "EIGHTH. No holder of common shares shall have, as such holder, any
preemptive right to purchase any shares or other securities of the corporation.

         "NINTH. No director shall be personally liable to the Corporation or
any of its shareholders for damages for any breach of duty as a director;
provided, however, that the foregoing provision shall not eliminate or limit (i)
the liability of a director if a judgment or other final adjudication adverse to
him or her establishes that his or her acts or omissions were in bad faith or
involved intentional misconduct or a knowing violation of law or that he or she
personally gained in fact a financial profit or other advantage to which he or
she was not legally entitled or that his or her acts violated Section 719 of the
New York Business Corporation Law; or (ii) the liability of a director for any
act or omission prior to the adoption of this Article NINTH by the shareholders
of the Corporation.

         4.       The manner in which this restatement of the Certificate of
Incorporation was authorized was by a resolution of the Board of Directors of
the corporation.

<PAGE>

In Witness Whereof, we have signed and verified this Restated Certificate of
Incorporation of American Telephone and Telegraph Company this 9th day of
January 1989.

                                       /s/ S. L. Prendergast
                                       ------------------------------
                                       By: S. L. Prendergast
                                           Corporate Vice President
                                            and Treasurer

                                       /s/ R. E. Scannell
                                       -------------------------------
                                       By: R. E. Scannell
                                           Corporate Vice President - Law
                                            and Secretary

<PAGE>

State of New York
                                      ss.:
County of New York

         R. E. Scannell, being duly sworn, deposes and says that he is the
Corporate Vice President - Law and Secretary of American Telephone and Telegraph
Company, that he signed the foregoing Certificate as Corporate Vice President -
Law and Secretary of such corporation, that he knows the contents thereof, and
that the statements therein contained are true.

                                       /s/ R. E. Scannell
                                       --------------------------------
                                       By: R. E. Scannell
                                           Corporate Vice President - Law
                                            and Secretary

Subscribed and sworn to before
me this 9th day of January 1989.

         Janet M. Kirpan
         Notary Public

         Janet M. Kirpan
Notary Public, State of New York
         No. 31-4624682
 Qualified in New York County
Commission expires March 30, 1990

<PAGE>

                    CERTIFICATE OF CORRECTION OF THE RESTATED
                         CERTIFICATE OF INCORPORATION OF
                    AMERICAN TELEPHONE AND TELEGRAPH COMPANY
                            UNDER SECTION 105 OF THE
                            BUSINESS CORPORATION LAW

         We, the undersigned, Robert E. Scannell and B. Ward White, being
respectively the Corporate Vice President - Law and Secretary and the Assistant
Secretary of American Telephone and Telegraph Company for the purpose of
correcting the date appearing in the citation to `An Act to provide for the
incorporation and regulation of telegraph companies,' passed April 12, 1848
(stated correctly as 1948) which appears on the face of the Restated Certificate
of Incorporation of American Telephone and Telegraph Company under Section 807
of the Business Corporation Law hereby certify:

         1.       The name of the corporation is American Telephone and
Telegraph Company.

         2.       The Restated Certificate of Incorporation of American
Telephone and Telegraph Company under Section 807 of the Business Corporation
Law was filed by the Department of State on January 10, 1989.

         3.       The last paragraph of the first page of the certificate is
corrected to read as follows:

         "We do hereby associate ourselves together for the purpose of
         constructing, buying, owning, leasing, or otherwise obtaining, lines of
         electric telegraph partly within and partly beyond the limits of the
         State of New York, and of equipping, using, operating, or otherwise
         maintaining, the same; and of becoming a body politic and corporate
         under and by virtue of the provisions of an act of the Legislature of
         the State of New York entitled `An Act to provide for the incorporation
         and regulation of telegraph companies.' passed April 12, 1848, and the
         various acts amendatory thereof or supplemental thereto; and of having
         and exercising all and every of the powers, privileges, franchises and
         immunities in and by said acts conferred. And in pursuance of the
         requirements of the various acts aforesaid, and for the purposes above
         set forth, we do hereby declare and certify as follows,

<PAGE>

         IN WITNESS WHEREOF, we have signed and verified this certificate on the
31st day of May, 1989 and we affirm the statements contained herein as true
under penalties of perjury.

                                       AMERICAN TELEPHONE AND TELEGRAPH COMPANY

                                       /s/ Robert E. Scannell
                                       -------------------------------
                                       By: Robert E. Scannell
                                           Corporate Vice President - Law
                                            and Secretary

                                       /s/ B. Ward White
                                       ---------------------
                                       By: B. Ward White
                                           Assistant Secretary

<PAGE>

                      CERTIFICATE OF CHANGE OF THE RESTATED
                         CERTIFICATE OF INCORPORATION OF
                    AMERICAN TELEPHONE AND TELEGRAPH COMPANY
                           UNDER SECTION 805-A OF THE
                            BUSINESS CORPORATION LAW

         1.       The name of the corporation is "American Telephone and
Telegraph Company."

         2.       The Certificate of Incorporation was filed in the office of
the Secretary of State of the State of New York on March 3, 1885.

         3.       The change in the Certificate of Incorporation effected by
this Certificate of Change is as follows:

                  To change the post office address to which the Secretary of
         State of the State of New York shall mail a copy of any process against
         the corporation served upon said Secretary of State.

         4.       To accomplish the foregoing change, Article SEVENTH of the
Certificate of Incorporation, relating to service of process, is hereby stricken
out in its entirety, and the following new Article SEVENTH is substituted in
lieu thereof:

                  "SEVENTH. The Secretary of State of the State of New York is
         designated as agent of the corporation upon whom process against it may
         be served. The post office address to which the Secretary of State
         shall mail a copy of any process served upon him as agent of the
         corporation is American Telephone and Telegraph Company, 32 Avenue of
         the Americas, New York, New York, 10013.

         5.       The manner in which this Certificate of Change was authorized
was by resolution of the Board of Directors of the corporation.

<PAGE>

         IN WITNESS WHEREOF, we have signed and verified this Certificate of
Change of American Telephone and Telegraph Company this 16th day of March 1992.

                                       /s/ S. L. Prendergast
                                           -----------------------
                                       By: S. L. Prendergast
                                           Corporate Vice President
                                             and Treasurer

                                       /s/ R. E. Scannell
                                           ----------------------------
                                       By: R. E. Scannell
                                           Vice President - Law and Secretary

<PAGE>

State of New York
                                    ss.:
County of New York

         R. E. Scannell, being duly sworn, deposes and says that he is the Vice
President - Law and Secretary of American Telephone and Telegraph Company, that
he signed the foregoing Certificate as Vice President - Law and Secretary of
such corporation, that he knows the contents thereof, and that the statements
therein contained are true.

                                       /s/ R. E. Scannell
                                           -------------------------------
                                       By: R. E. Scannell
                                           Vice President - Law and Secretary

Subscribed and sworn to before
me this 16th day of March 1992.

         Janet M. Kirpan
         Notary Public

         Janet M. Kirpan
Notary Public, State of New York
         No. 31-4624682
 Qualified in New York County
Commission expires March 30, 1994

<PAGE>

                    CERTIFICATE OF AMENDMENT OF THE RESTATED
                         CERTIFICATE OF INCORPORATION OF
                    AMERICAN TELEPHONE AND TELEGRAPH COMPANY
                            UNDER SECTION 805 OF THE
                            BUSINESS CORPORATION LAW

         We, the undersigned, being a Vice President and Secretary,
respectively, of American Telephone and Telegraph Company, do hereby certify as
follows:

         1.       The name of the corporation is "American Telephone and
Telegraph Company."

         2.       The Certificate of Incorporation of the corporation was filed
in the office of the Secretary of State of the State of New York on March 3,
1885.

         3.       Said Certificate of Incorporation is amended to increase the
authorized number of common shares of the capital stock of the corporation
having a par value of $1 from 1,500,000,000 to 2,000,000,000 shares.

         4.       To effect the foregoing, the first paragraph of Article THIRD
of said Certificate of Incorporation, relating to the aggregate number of shares
the corporation is authorized to issue, the par value thereof, and the classes
into which the shares are divided is hereby stricken out in its entirety, and
the following new first paragraph of Article THIRD is substituted in lieu
thereof:

                  "THIRD. The aggregate number of shares which the corporation
         is authorized to issue is 2,100,000,000 shares, consisting of
         2,000,000,000 common shares having a par value of $1 per share and
         100,000,000 preferred shares having a par value of $1 per share.

         5.       The manner in which the foregoing amendment of said
Certificate of Incorporation was authorized was by vote of the holders of a
majority of all outstanding shares of the corporation entitled to vote thereon
at a meeting of shareholders, subsequent to the unanimous vote of the Board of
Directors.

<PAGE>

         IN WITNESS WHEREOF, we have signed and verified this Certificate of
Amendment of said Certificate of Incorporation of American Telephone and
Telegraph Company this 13th day of May, 1992.

                                       /s/ S. L. Prendergast
                                           ---------------------------
                                       By: S. L. Prendergast
                                           Vice President and Treasurer

                                       /s/ R. E. Scannell
                                           ---------------------------
                                       By: R. E. Scannell
                                           Vice President - Law and Secretary

<PAGE>

          Certificate of Amendment of the Certificate of Incorporation
                                       of
                    American Telephone and Telegraph Company

                Under Section 805 of the Business Corporation Law

         We, the undersigned, being a Vice President and an Assistant Secretary
respectively, of American Telephone and Telegraph Company, do hereby certify as
follows:

         FIRST:   The name of the corporation is American Telephone and
Telegraph Company.

         SECOND:  The Certificate of Incorporation of the corporation was filed
by the Department of State on March 3, 1885.

         THIRD:   The Certificate of Incorporation of the corporation is hereby
amended by changing the name of the corporation to AT&T Corp.

         FOURTH:  To accomplish the foregoing amendment, Article FIRST of the
Certificate of Incorporation of the corporation is amended to read as follows:

                  "FIRST. The name of the corporation is AT&T Corp."

         FIFTH: The manner in which the foregoing amendment of said Certificate
of Incorporation of the corporation was authorized was by vote of the holders of
a majority of all outstanding shares of the corporation entitled to vote thereon
at a meeting of shareholders, subsequent to the unanimous vote of the Board of
Directors.

         IN WITNESS WHEREOF, we have subscribed this document on April 20, 1994
and do hereby affirm, under the penalties of perjury, that the statements
contained therein have been examined by us and are true and correct.

                                       /s/ Jim G. Kilpatric
                                       ----------------------------
                                       By: Jim G. Kilpatric
                                           Senior Vice President - Law

                                       /s/ Robert A. Maynes
                                       ---------------------
                                       By: Robert A. Maynes
                                           Assistant Secretary

<PAGE>

                            CERTIFICATE OF AMENDMENT
                       OF THE CERTIFICATE OF INCORPORATION
                                       OF
                                   AT&T CORP.
                            UNDER SECTION 805 OF THE
                            BUSINESS CORPORATION LAW

         We, the undersigned, being a Vice President and Assistant Secretary,
respectively, of AT&T Corp., do hereby certify as follows:

         1.       The name of the corporation is AT&T Corp. The name under which
the Corporation was formed is American Telephone and Telegraph Company.

         2.       The Certificate of Incorporation of the corporation was filed
in the office of the Secretary of State of the State of New York on March 3,
1885.

         3.       Said Certificate of Incorporation is amended to increase the
authorized number of common shares of the capital stock of the corporation
having a par value of $1 from 2,000,000,000 shares to 6,000,000,000 shares.

         4.       To effect the foregoing, the first paragraph of Article THIRD
of said Certificate of Incorporation, relating to the aggregate number of shares
the corporation is authorized to issue, the par value thereof, and the classes
into which the shares are divided is hereby stricken out in its entirety, and
the following new first paragraph of Article THIRD is substituted in lieu
thereof:

                           "THIRD. The aggregate number of shares which the
                  corporation is authorized to issue is 6,100,000,000 shares,
                  consisting of 6,000,000,000 common shares having a par value
                  of $1 per share and 100,000,000 preferred shares having a par
                  value of $1 per share.

         5.       The manner in which the foregoing amendment of said
Certificate of Incorporation was authorized was by vote of the holders of a
majority of all outstanding shares of the corporation entitled to vote thereon
at a meeting of shareholders, subsequent to the unanimous vote of the Board of
Directors.

<PAGE>

         IN WITNESS WHEREOF, we have signed this Certificate of Amendment of
said Certificate of Incorporation of AT&T Corp. this 22th day of May, 1998 and
we affirm the statements contained therein as true under penalties of perjury.

                                       /s/ Marilyn J. Wasser
                                       -----------------------------
                                              M. J. Wasser
                                              Vice President-Law and
                                              Secretary

                                       /s/ Robert A. Maynes
                                       -----------------------------
                                              R. A. Maynes
                                              Assistant Secretary

<PAGE>

          CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION
                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

         We, the undersigned, being a Vice President and an Assistant Secretary
respectively, of AT&T Corp., do hereby certify as follows:

                  FIRST: The name of the corporation is AT&T Corp.

                  SECOND: The Certificate of Incorporation of the corporation
         was filed by the Department of State on March 3, 1885 under the name
         American Telephone and Telegraph Company.

                  THIRD: (a) The Certificate of Incorporation of the corporation
         is hereby amended to create two new classes of common stock, Class A
         Liberty Media Group Common Stock and Class B Liberty Media Group Common
         Stock, each having the number, designation, relative rights,
         preferences, and limitations as set forth herein.

                  (b) To effect the foregoing, Article THIRD is hereby amended
         and restated in its entirety as follows:

                                  ARTICLE THIRD

                                  CAPITAL STOCK

PART A--AUTHORIZED SHARES

         The aggregate number of shares which the corporation is authorized to
issue is eight billion eight hundred fifty million (8,850,000,000) shares,
consisting of one hundred million (100,000,000) preferred shares having a par
value of $1.00 per share ("Preferred Stock") and eight billion seven hundred
fifty million (8,750,000,000) common shares, of which six billion
(6,000,000,000) common shares shall be Common Stock having a par value of $1.00
per share ("Common Stock"), two billion five hundred million (2,500,000,000)
common shares shall be Class A Liberty Media Group Common Stock having a par
value of $1.00 per share ("Class A Liberty Media Group Common Stock") and two
hundred fifty million (250,000,000) common shares shall be Class B Liberty Media
Group Common Stock having a par value of $1.00 per share ("Class B Liberty Media
Group Common Stock"). The Class A Liberty Media Group Common Stock and the Class
B Liberty Media Group Common Stock are collectively referred to herein as the
"Liberty Media Group Common Stock".

         The authorized shares of Class B Liberty Media Group Common Stock will
only be issued (i) pursuant to the Agreement and Plan of Restructuring and
Merger, dated June 23, 1998 (the "Merger Agreement"), among Tele-Communications,
Inc., Italy Merger Corp. and the corporation, (ii) upon conversion, exercise or
exchange of Pre-Merger Convertible Securities, (iii) in a subdivision (by stock
split or otherwise) of outstanding shares of Class B Liberty Media Group Common
Stock, or (iv) as a stock dividend or share distribution (as defined in
paragraph 4 of Part B of this Article Third).

<PAGE>

PART B--COMMON STOCK AND LIBERTY GROUP COMMON STOCK

         Each share of Common Stock, each share of Class A Liberty Media Group
Common Stock and each share of Class B Liberty Media Group Common Stock shall,
except as otherwise provided in this Article Third, be identical in all respects
and shall have equal rights, powers and privileges.

1.       Voting Rights.

         (a)      Holders of Common Stock shall be entitled to one vote for each
share of such stock held, holders of Class A Liberty Media Group Common Stock
shall be entitled to one-tenth of a vote for each share of such stock held, and
holders of Class B Liberty Media Group Common Stock shall be entitled to one
vote for each share of such stock held, on all matters presented to such
shareholders.

         (b)      Except as may otherwise be required by the laws of the State
of New York or, with respect to additional or special voting rights (which may
include, without limitation, rights of any such holders of any such class or
series to elect one or more directors voting separately as a class) of any class
or series of Preferred Stock or any other class of common shares, in the
Certificate of Incorporation of the corporation as the same may be amended from
time to time (this "Certificate") (including the terms of any class or series of
Preferred Stock and any resolution or resolutions providing for the
establishment of such class or series pursuant to authority vested in the Board
of Directors by this Certificate and the terms of any other class of common
shares), the holders of shares of Common Stock, the holders of shares of each
other class of common shares, if any, entitled to vote thereon, the holders of
shares of Class A Liberty Media Group Common Stock and the holders of shares of
Class B Liberty Media Group Common Stock, and the holders of shares of each
class or series of Preferred Stock, if any, entitled to vote thereon, shall vote
as one class with respect to all matters to be voted on by shareholders of the
corporation, and no separate vote or consent of the holders of shares of Common
Stock, the holders of shares of Class A Liberty Media Group Common Stock, the
holders of shares of Class B Liberty Media Group Common Stock or the holders of
shares of any such class of common shares or any such class or series of
Preferred Stock shall be required for the approval of any such matter, except
that:

                  (i)      any amendment, alteration or repeal of any of the
         provisions of this Certificate which would (x) increase or decrease the
         aggregate number of authorized shares of Liberty Media Group Common
         Stock, (y) increase or decrease the par value of the shares of Liberty
         Media Group Common Stock or (z) alter or change the powers,
         preferences, privileges or special rights of the shares of Liberty
         Media Group Common Stock so as to affect them adversely shall require
         the approval of both (A) the holders of a majority of the combined
         voting power of the shares of Common Stock, Liberty Media Group Common
         Stock and any other class of common shares entitled to vote with
         respect to such matter and any class or series of Preferred Stock
         entitled to vote with respect to such matter then outstanding, voting
         together as a single class, and (B) the holders of a majority of the
         combined voting power of the shares of Liberty Media Group Common
         Stock, voting separately as a class (without any vote of the holders of

<PAGE>

         the Common Stock, any other class of common shares or any class or
         series of Preferred Stock of the corporation);

                  (ii)     a Covered Disposition shall require, in addition to
         any other approval that may be required pursuant to law or this
         Certificate, the approval of the holders of a majority of the combined
         voting power of the shares of Liberty Media Group Common Stock, voting
         separately as a class; and

                  (iii)    any merger, consolidation, combination, binding share
         exchange, reclassification, reorganization or other transaction in or
         pursuant to which the Liberty Media Group Common Stock is converted,
         reclassified or changed into or otherwise exchanged for any
         consideration (other than a conversion described in paragraph 2 of this
         Part B of this Article Third or a redemption described in paragraph 5
         of this part B of this Article Third) shall be subject to approval by
         both (x) the holders of a majority of the combined voting power of the
         shares of Common Stock, Liberty Media Group Common Stock, any other
         class of common shares entitled to vote with respect to such matter and
         any class or series of Preferred Stock entitled to vote with respect to
         such matter then outstanding, voting together as a single class, and
         (y) the holders of a majority of the combined voting power of the
         shares of Liberty Media Group Common Stock then outstanding, voting
         separately as a class (without any vote of the holders of the Common
         Stock, any other class of common shares or any class or series of
         Preferred Stock of the corporation), unless each of the following
         requirements is met (in which event the approval set forth in subclause
         (y) of this clause (iii) shall not be required): (A) the consideration
         into which the Liberty Media Group Common Stock is converted,
         reclassified or changed or for which it is exchanged in such
         transaction includes shares of a class of the common stock of the
         surviving, resulting or acquiring corporation in such transaction or of
         the corporation, if applicable, (it being understood that if the Common
         Stock will be converted in such transaction into any class or series of
         common shares of any Person, then the term "acquiring corporation"
         shall mean such Person if such Person directly or indirectly owns the
         assets comprising the Liberty Media Group after giving effect to such
         transaction), (B) such class of common stock is intended to reflect the
         separate performance of the businesses, assets and liabilities
         comprising the Liberty Media Group (as it existed prior to such
         transaction and no other material businesses, assets or liabilities)
         and has powers, preferences, privileges and special rights equivalent
         to those of the shares of Liberty Media Group Common Stock, (C) such
         businesses, assets and liabilities comprising the Liberty Media Group
         are owned directly or indirectly by the issuer of the shares of such
         class of common stock and if prior to such transaction all of the
         businesses, assets and liabilities comprising the Liberty Media Group
         were held, directly or indirectly, by one or more Qualifying
         Subsidiaries of the corporation (or by Subsidiaries that are not held
         directly by the corporation but would be Qualifying Subsidiaries if
         they were held directly by the corporation) that hold no other material
         assets or liabilities, then immediately following such transaction,
         such businesses, assets and liabilities comprising the Liberty Media
         Group are owned, directly or indirectly, by one or more Qualifying
         Subsidiaries of the issuer of the shares of such class of common stock
         (or by Subsidiaries of such issuer that are not held directly by such
         issuer but would be Qualifying Subsidiaries if they were held directly
         by such issuer) that hold no other material assets or liabilities, and
         (D) the shares of such class of

<PAGE>

         common stock immediately after such transaction are held only by
         Persons that were holders of shares of Liberty Media Group Common Stock
         (or Convertible Securities that were convertible into or exercisable or
         exchangeable for Liberty Media Group Common Stock) immediately prior to
         such transaction.

         (c)      If the corporation shall in any manner subdivide (by stock
split or otherwise) or combine (by reverse stock split or otherwise) the
outstanding shares of Common Stock or Liberty Media Group Common Stock, or pay a
stock dividend in shares of any class to holders of that class or shall
otherwise effect a share distribution (as defined in paragraph 4 of this Part B
of this Article Third) of Common Stock or Liberty Media Group Common Stock, the
per share voting rights specified in paragraph 1(a) of this Part B of this
Article Third of Liberty Media Group Common Stock relative to Common Stock shall
be appropriately adjusted so as to avoid any dilution in the aggregate voting
rights of any class.

2.       Conversion Rights of Liberty Media Group Common Stock.

         Each share of Class B Liberty Media Group Common Stock shall be
convertible, at the option of the holder thereof, into one share of Class A
Liberty Media Group Common Stock. Any such conversion may be effected by any
holder of Class B Liberty Media Group Common Stock by surrendering such holder's
certificate or certificates for the Class B Liberty Media Group Common Stock to
be converted, duly endorsed, at the office of the corporation or any transfer
agent for the Class B Liberty Media Group 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 Class B Liberty Media Group Common Stock
represented by such certificate and stating the name or names in which such
holder desires the certificate or certificates for Class A Liberty Media Group
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 Class A Liberty Media Group 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 Class A Liberty Media Group Common Stock issuable on such conversion
shall be treated for all purposes as the record holder or holders of such Class
A Liberty Media Group Common Stock on that date. A number of shares of Class A
Liberty Media Group Common Stock equal to the number of shares of Class B
Liberty Media Group Common Stock outstanding from time to time shall be set
aside and reserved for issuance upon conversion of shares of Class B Liberty
Media Group Common Stock. Shares of Class A Liberty Media Group Common Stock
shall not be convertible into shares of Class B Liberty Media Group Common
Stock.

<PAGE>

3.       Dividends.

         (a)      DIVIDENDS ON COMMON STOCK. Dividends on the Common Stock may
be declared and paid only to the extent of (i) the assets of the corporation
legally available therefor minus (ii) the Liberty Media Group Available Dividend
Amount (such amount, the "Common Stock Available Dividend Amount").

         (b)      DIVIDENDS ON CLASS A LIBERTY MEDIA GROUP COMMON STOCK AND
CLASS B LIBERTY MEDIA GROUP COMMON STOCK. Dividends on the Class A Liberty Media
Group Common Stock and the Class B Liberty Media Group Common Stock may be
declared and paid only out of the lesser of (i) assets of the corporation
legally available therefor and (ii) the Liberty Media Group Available Dividend
Amount. Subject to paragraph 4 of this Part B of this Article Third, whenever a
dividend is paid to the holders of Class A Liberty Media Group Common Stock, the
corporation shall also pay to the holders of Class B Liberty Media Group Common
Stock a dividend per share equal to the dividend per share paid to the holders
of Class A Liberty Media Group Common Stock, and whenever a dividend is paid to
the holders of Class B Liberty Media Group Common Stock, the corporation shall
also pay to the holders of Class A Liberty Media Group Common Stock a dividend
per share equal to the dividend per share paid to the holders of Class B Liberty
Media Group Common Stock.

         (c)      DISCRIMINATION BETWEEN OR AMONG CLASSES OF COMMON SHARES. The
Board of Directors, subject to the provisions of paragraphs 3(a) and 3(b) of
this Part B of this Article Third, shall have the sole authority and discretion
to declare and pay dividends on (i) the Common Stock, (ii) any other class of
common shares or (iii) the Class A Liberty Media Group Common Stock and Class B
Liberty Media Group Common Stock, in equal or unequal amounts (including
declaring and paying no dividends on the Liberty Media Group Common Stock while
declaring and paying dividends on the Common Stock or any other class of common
shares and declaring and paying no dividends on the Common Stock or any other
class of common shares while declaring and paying dividends on the Liberty Media
Group Common Stock), notwithstanding the relationship between the Common Stock
Available Dividend Amount and the Liberty Media Group Available Dividend Amount,
the respective amounts of prior dividends declared on, or the liquidation rights
of, the Common Stock, any other class of common shares or the Class A Liberty
Media Group Common Stock and the Class B Liberty Media Group Common Stock, or
any other factor.

4.       Share Distributions.

         The corporation may declare and pay a distribution consisting of shares
of Common Stock, Class A Liberty Media Group Common Stock, Class B Liberty Media
Group Common Stock or any other securities of the corporation or any other
Person (hereinafter sometimes called a "share distribution") to holders of the
Common Stock, Class A Liberty Media Group Common Stock or Class B Liberty Media
Group Common Stock only in accordance with the provisions of this paragraph 4 of
this Part B of this Article Third.

         (a)      DISTRIBUTIONS ON CLASS A LIBERTY MEDIA GROUP COMMON STOCK AND
CLASS B LIBERTY MEDIA GROUP COMMON STOCK. If at any time a share distribution is
to be made with respect to the Class A Liberty Media Group

<PAGE>

Common Stock or Class B Liberty Media Group Common Stock, such share
distribution may be declared and paid only as follows (or as permitted by
paragraph 5 of this Part B of this Article Third with respect to the redemptions
and other distributions referred to therein):

                  (i)      a share distribution consisting of shares of Class A
         Liberty Media Group Common Stock (or Convertible Securities convertible
         into or exercisable or exchangeable for shares of Class A Liberty Media
         Group Common Stock) to holders of Class A Liberty Media Group Common
         Stock and Class B Liberty Media Group Common Stock, on an equal per
         share basis; or consisting of shares of Class A Liberty Media Group
         Common Stock (or Convertible Securities convertible into or exercisable
         or exchangeable for shares of Class A Liberty Media Group Common Stock)
         to holders of Class A Liberty Media Group Common Stock and, on an equal
         per share basis, shares of Class B Liberty Media Group Common Stock (or
         like Convertible Securities convertible into or exercisable or
         exchangeable for shares of Class B Liberty Media Group Common Stock) to
         holders of Class B Liberty Media Group Common Stock;

                  (ii)     a share distribution consisting of shares of Common
         Stock or any other class of common shares of the corporation (other
         than Liberty Media Group Common Stock), or Convertible Securities
         convertible into or exercisable or exchangeable for shares of Common
         Stock or any other class of common shares of the corporation (other
         than Liberty Media Group Common Stock), to holders of Class A Liberty
         Media Group Common Stock and Class B Liberty Media Group Common Stock,
         on an equal per share basis;

                  (iii)    a share distribution consisting of any class or
         series of securities of the corporation or any other Person other than
         Class A Liberty Media Group Common Stock, Class B Liberty Media Group
         Common Stock, Common Stock or any other class of common shares of the
         corporation (or Convertible Securities convertible into or exercisable
         or exchangeable for shares of Class A Liberty Media Group Common Stock,
         Class B Liberty Media Group Common Stock or Common Stock or any other
         class of common shares of the corporation), (x) if a single class or
         series of securities is to be distributed, on the basis of a
         distribution of identical securities, on an equal per share basis, to
         holders of Class A Liberty Media Group Common Stock and Class B Liberty
         Media Group Common Stock and (y) if more than one class or series of
         securities is to be distributed, then, if and to the extent
         practicable, in accordance with the following provisions of this clause
         (y) and, otherwise, in accordance with clause (x) above: on the basis
         of a distribution of one class or series of securities to holders of
         Class A Liberty Media Group Common Stock and another class or series of
         securities to holders of Class B Liberty Media Group Common Stock,
         provided that the securities so distributed (and, if the distribution
         consists of Convertible Securities, the securities into which such
         Convertible Securities are convertible or for which they are
         exercisable or exchangeable) do not differ in any respect other than
         their relative voting rights and related differences in designation,
         conversion, redemption and share distribution provisions, with holders
         of shares of Class B Liberty Media Group 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, designation,
         conversion, redemption and share distribution provisions between the
         Class A Liberty

<PAGE>

         Media Group Common Stock and the Class B Liberty Media Group 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, redemption and share distribution
         provisions between the Class A Liberty Media Group Common Stock and the
         Class B Liberty Media Group Common Stock, and provided in each case
         that such distribution is otherwise made on an equal per share basis.

         The corporation shall not reclassify, subdivide or combine the Class A
Liberty Media Group Common Stock without reclassifying, subdividing or combining
the Class B Liberty Media Group Common Stock, on an equal per share basis, and
the corporation shall not reclassify, subdivide or combine the Class B Liberty
Media Group Common Stock without reclassifying, subdividing or combining the
Class A Liberty Media Group Common Stock, on an equal per share basis. The
corporation shall not effect a share distribution to the holders of Liberty
Media Group Common Stock of any class or series of securities of a Subsidiary of
the corporation or any other Person unless such share distribution is tax-free
to the holders of Liberty Media Group Common Stock (except with respect to cash
received by such holders in lieu of fractional shares).

         (b)      DISTRIBUTIONS ON COMMON STOCK. The corporation shall not
declare and pay a share distribution with respect to the Common Stock or any
other class of common shares (other than the Liberty Media Group Common Stock)
consisting of Class A Liberty Media Group Common Stock, Class B Liberty Media
Group Common Stock, any class or series of Preferred Stock attributed to the
Liberty Media Group or securities of any Person included in the Liberty Media
Group (or Convertible Securities convertible into or exercisable or exchangeable
for shares of Class A Liberty Media Group Common Stock, Class B Liberty Media
Group Common Stock, any such class or series of Preferred Stock or securities of
any such Person). Except as set forth in the immediately preceding sentence, the
corporation may declare and pay a share distribution to holders of Common Stock
or any other class of common shares (other than Liberty Media Group Common
Stock) consisting of any securities of the corporation, any Subsidiary of the
corporation, or any other Person, including without limitation a share
distribution consisting of shares of any class or series of Preferred Stock or
shares of Common Stock or any other class of common shares (other than Liberty
Media Group Common Stock) (or Convertible Securities convertible into or
exercisable or exchangeable for shares of any class or series of Preferred Stock
or shares of Common Stock or any other class of common shares (other than
Liberty Media Group Common Stock)).

5.       Redemption and Other Provisions Relating to the Liberty Media Group
         Common Stock.

         (a)      REDEMPTION IN EXCHANGE FOR STOCK OF QUALIFYING SUBSIDIARIES.
At any time at which all of the assets and liabilities included in the Liberty
Media Group are held directly or indirectly by one or more Qualifying
Subsidiaries of the corporation that hold no other material assets or
liabilities (the "Liberty Media Group Subsidiaries"), the Board of Directors
may, subject to the availability of assets of the corporation legally available
therefor, redeem, on a pro rata basis, all of the outstanding shares of Class A
Liberty Media Group Common Stock and Class B Liberty Media Group Common Stock in
exchange for an aggregate number of outstanding fully paid and nonassessable
shares of common stock of a Liberty Media Group

<PAGE>

Subsidiary that is the beneficial owner of all other Liberty Media Group
Subsidiaries (or, if applicable, of each Liberty Media Group Subsidiary that is
not a Subsidiary of one or more other Liberty Media Group Subsidiaries) equal to
the number of outstanding shares of common stock of such Liberty Media Group
Subsidiary (or Liberty Media Group Subsidiaries, as the case may be) held by the
corporation; provided that no such redemption pursuant to this paragraph 5(a) of
this Part B of this Article Third may occur unless the redemption is tax-free to
the holders of Liberty Media Group Common Stock (except with respect to cash
received by such holders in lieu of fractional shares). Any such redemption
shall occur on a Redemption Date set forth in a notice to holders of Class A
Liberty Media Group Common Stock and Class B Liberty Media Group Common Stock
and Convertible Securities convertible into or exercisable or exchangeable for
shares of either such series (unless provision for notice is otherwise made
pursuant to the terms of such Convertible Securities) pursuant to paragraph
5(d)(v) of this Part B of this Article Third. In effecting such a redemption,
the corporation shall (i) if and to the extent practicable, redeem shares of
Class A Liberty Media Group Common Stock and Class B Liberty Media Group Common
Stock in exchange for shares of separate classes or series of common stock of
each Liberty Media Group Subsidiary with relative voting rights and related
differences in designation, conversion, redemption and share distribution
provisions not greater than the corresponding differences in voting rights,
designation, conversion, redemption and share distribution provisions between
the Class A Liberty Media Group Common Stock and Class B Liberty Media Group
Common Stock, with holders of shares of Class B Liberty Media Group Common Stock
receiving the class or series having the higher relative voting rights, and (ii)
to the extent redemption in accordance with clause (i) above is not practicable,
redeem shares of Class A Liberty Media Group Common Stock and Class B Liberty
Media Group Common Stock in exchange for shares of a single class of common
stock of each Liberty Media Group Subsidiary without distinction between the
shares distributed to the holders of the Class A Liberty Media Group Common
Stock and Class B Liberty Media Group Common Stock.

         (b)      MANDATORY DIVIDEND OR REDEMPTION IN CASE OF DISPOSITION OF
LIBERTY MEDIA GROUP ASSETS. In the event of the Disposition, in one transaction
or a series of related transactions, by the corporation and its subsidiaries of
all or substantially all of the properties and assets of the Liberty Media Group
to one or more Persons or groups (other than (w) in connection with the
Disposition by the corporation of all of the corporation's properties and assets
in one transaction or a series of related transactions in connection with the
liquidation, dissolution or winding up of the corporation within the meaning of
paragraph 6 of this Part B of this Article Third, (x) a dividend, other
distribution or redemption in accordance with any provision of paragraph 3,
paragraph 4, paragraph 5(a) or paragraph 6 of this Part B of this Article Third,
(y) to any Person or group which the Liberty Media Group, directly or
indirectly, after giving effect to the Disposition, controls and which is
included in the Liberty Media Group or (z) in connection with a Related Business
Transaction), the corporation shall, on or prior to the 85th Trading Day
following the consummation of such Disposition, either:

                  (i)      subject to paragraph 3(b) of this Part B of this
         Article Third, declare and pay a dividend in cash and/or in securities
         or other property (determined as provided below) to the holders of the
         outstanding shares of Class A Liberty Media Group Common Stock and
         Class B Liberty Media Group Common Stock equally on a share for share
         basis (subject to the last sentence of this paragraph 5(b) of this Part
         B of this Article Third), in an aggregate amount equal to the Liberty
         Media Group Net Proceeds of

<PAGE>

         such Disposition (provided that if such Disposition involves all (not
         merely substantially all) of the properties and assets of the Liberty
         Media Group, then the aggregate amount of such dividend shall equal the
         product of the Liberty Media Group Full Dilution Fraction and the
         Liberty Media Group Net Proceeds of such Disposition and the difference
         between the aggregate amount of such dividend and such Liberty Media
         Group Net Proceeds shall be reserved by the corporation for payment or
         delivery to holders of Pre-Merger Convertible Securities on conversion,
         exercise or exchange thereof); or

                  (ii)     provided that there are assets of the corporation
         legally available therefor and to the extent the Liberty Media Group
         Available Dividend Amount would have been sufficient to pay a dividend
         in lieu thereof pursuant to clause (i) of this paragraph 5(b) of this
         Part B of this Article Third, then:

                           (A)      if such Disposition involves all (not merely
                  substantially all) of the properties and assets of the Liberty
                  Media Group, redeem all outstanding shares of Class A Liberty
                  Media Group Common Stock and Class B Liberty Media Group
                  Common Stock in exchange for cash and/or securities or other
                  property (determined as provided below) in an aggregate amount
                  equal to the product of the Liberty Media Group Full Dilution
                  Fraction and the Liberty Media Group Net Proceeds, such
                  aggregate amount to be allocated (subject to the last sentence
                  of this paragraph 5(b) of this Part B of this Article Third)
                  to shares of Class A Liberty Media Group Common Stock and
                  Class B Liberty Media Group Common Stock in the ratio of the
                  number of shares of each such series outstanding (so that the
                  amount of consideration paid for the redemption of each share
                  of Class A Liberty Media Group Common Stock and each share of
                  Class B Liberty Media Group Common Stock is the same); or

                           (B)      if such Disposition involves substantially
                  all (but not all) of the properties and assets of the Liberty
                  Media Group, apply an aggregate amount of cash and/or
                  securities or other property (determined as provided below)
                  equal to the Liberty Media Group Net Proceeds to the
                  redemption of outstanding shares of Class A Liberty Media
                  Group Common Stock and Class B Liberty Media Group Common
                  Stock, such aggregate amount to be allocated (subject to the
                  last sentence of this paragraph 5(b) of this Part B of this
                  Article Third) to shares of Class A Liberty Media Group Common
                  Stock and Class B Liberty Media Group Common Stock in the
                  ratio of the number of shares of each such series outstanding,
                  and the number of shares of each such series to be redeemed to
                  equal the lesser of (x) the whole number nearest the number
                  determined by dividing the aggregate amount so allocated to
                  the redemption of such series by the average Market Value of
                  one share of Class A Liberty Media Group Common Stock during
                  the ten-Trading Day period beginning on the 16th Trading Day
                  following the consummation of such Disposition and (y) the
                  number of shares of such series outstanding (so that the
                  amount of consideration paid for the redemption of each share
                  of Class A Liberty Media Group Common Stock and each share of
                  Class B Liberty Media Group Common Stock is the same);

<PAGE>

such redemption to be effected in accordance with the applicable provisions of
paragraph 5(d) of this Part B of this Article Third;

For purposes of this paragraph 5(b):

         (x)      as of any date, "substantially all of the properties and
assets of the Liberty Media Group" shall mean a portion of such properties and
assets that represents at least 80% of the then-current market value (as
determined by the Board of Directors) of the properties and assets of the
Liberty Media Group as of such date;

         (y)      in the case of a Disposition of properties and assets in a
series of related transactions, such Disposition shall not be deemed to have
been consummated until the consummation of the last of such transactions; and

         (z)      the corporation shall pay the dividend or redemption price
referred to in clause (i) or (ii) of this paragraph 5(b) of this Part B of this
Article Third in the same form as the proceeds of the Disposition were received.
If the dividend or redemption price is paid in the form of securities of an
issuer other than the corporation, the corporation shall (1) if more than one
class or series of securities is to be distributed, if and to the extent
practicable, pay the dividend or redemption price in the form of separate
classes or series of securities, with one class or series of such securities to
holders of Class A Liberty Media Group Common Stock and another class or series
of securities to holders of Class B Liberty Media Group Common Stock, provided
that such securities (and, if such securities are convertible into or
exercisable or exchangeable for shares of another class or series of securities,
the securities so issuable upon such conversion, exercise or exchange) do not
differ in any respect other than their relative voting rights and related
differences in designation, conversion, redemption and share distribution
provisions, with holders of shares of Class B Liberty Media Group 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, designation, conversion, redemption
and share distribution provisions between the Class A Liberty Media Group Common
Stock and the Class B Liberty Media Group Common Stock), provided that if such
securities 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, redemption and share distribution
provisions between the Class A Liberty Media Group Common Stock and Class B
Liberty Media Group Common Stock, and otherwise such securities shall be
distributed on an equal per share basis, and (2) otherwise pay the dividend or
redemption price in the form of a single class of securities without distinction
between the shares received by the holders of Class A Liberty Media Group Common
Stock and Class B Liberty Media Group Common Stock.

         (c)      CERTAIN PROVISIONS RESPECTING CONVERTIBLE SECURITIES. Unless
the provisions of any class or series of Pre-Merger Convertible Securities
provide specifically to the contrary, after any Redemption Date on which all
outstanding shares of Class A Liberty Media Group Common Stock and Class B
Liberty Media Group Common Stock were redeemed, any share of Class A Liberty
Media Group Common Stock or Class B Liberty Media Group Common Stock that is
issued on conversion, exercise or exchange of any Pre-Merger Convertible
Securities shall, immediately upon issuance pursuant to such conversion,
exercise or exchange and without

<PAGE>

any notice or any other action on the part of the corporation or its Board of
Directors or the holder of such share of Class A Liberty Media Group Common
Stock or Class B Liberty Media Group Common Stock, be redeemed in exchange for
the kind and amount of shares of capital stock, cash and/or other securities or
property that a holder of such Pre-Merger Convertible Securities would have been
entitled to receive pursuant to the terms of such securities had such terms
provided that the conversion, exercise or exchange privilege in effect
immediately prior to any such redemption of all outstanding shares of Class A
Liberty Media Group Common Stock and Class B Liberty Media Group Common Stock
would be adjusted so that the holder of any such Pre-Merger Convertible
Securities thereafter surrendered for conversion, exercise or exchange would be
entitled to receive the kind and amount of shares of capital stock, cash and/or
other securities or property such holder would have received as a result of such
redemption had such securities been converted, exercised or exchanged
immediately prior thereto. Unless the provisions of any class or series of
Convertible Securities (other than Pre-Merger Convertible Securities) which are
or become convertible into or exercisable or exchangeable for shares of Class A
Liberty Media Group Common Stock or Class B Liberty Media Group Common Stock
provide specifically to the contrary, after any Redemption Date on which all
outstanding shares of Class A Liberty Media Group Common Stock and Class B
Liberty Media Group Common Stock were redeemed, any share of Class A Liberty
Media Group Common Stock or Class B Liberty Media Group Common Stock that is
issued on conversion, exercise or exchange of any such Convertible Securities
shall, immediately upon issuance pursuant to such conversion, exercise or
exchange and without any notice or any other action on the part of the
corporation or its Board of Directors or the holder of such share of Class A
Liberty Media Group Common Stock or Class B Liberty Media Group Common Stock, be
redeemed in exchange for, to the extent assets of the corporation are legally
available therefor, the amount of $.01 per share in cash.

         (d)      GENERAL.

                  (i)      Not later than the 10th Trading Day following the
         consummation of a Disposition referred to in paragraph 5(b) of this
         Part B of this Article Third, the corporation shall announce publicly
         by press release (A) the Liberty Media Group Net Proceeds of such
         Disposition, (B) the number of outstanding shares of Class A Liberty
         Media Group Common Stock and Class B Liberty Media Group Common Stock,
         (C) the number of shares of Class A Liberty Media Group Common Stock
         and Class B Liberty Media Group Common Stock into or for which
         Convertible Securities are then convertible, exercisable or
         exchangeable and the conversion, exercise or exchange prices thereof
         (and stating which, if any, of such Convertible Securities constitute
         Pre-Merger Convertible Securities), and (D) if the Disposition is of
         all (not merely substantially all) of the properties and assets of the
         Liberty Media Group, the Liberty Media Group Full Dilution Fraction as
         of a recent date preceding the date of such notice. Not earlier than
         the 26th Trading Day and not later than the 30th Trading Day following
         the consummation of such Disposition, the corporation shall announce
         publicly by press release which of the actions specified in clauses (i)
         or (ii) of paragraph 5(b) of this Part B of this Article Third it has
         irrevocably determined to take.

                  (ii)     If the corporation determines to pay a dividend
         pursuant to clause (i) of paragraph 5(b) of this Part B of this Article
         Third, the corporation shall, not later than the

<PAGE>

         30th Trading Day following the consummation of such Disposition, cause
         to be given to each holder of outstanding shares of Class A Liberty
         Media Group Common Stock and Class B Liberty Media Group Common Stock,
         and to each holder of Convertible Securities convertible into or
         exercisable or exchangeable for shares of either such series (unless
         provision for notice is otherwise made pursuant to the terms of such
         Convertible Securities), a notice setting forth (A) the record date for
         determining holders entitled to receive such dividend, which shall be
         not earlier than the 40th Trading Day and not later than the 50th
         Trading Day following the consummation of such Disposition, (B) the
         anticipated payment date of such dividend (which shall not be more than
         85 Trading Days following the consummation of such Disposition), (C)
         the kind of shares of capital stock, cash and/or other securities or
         property to be distributed in respect of shares of Class A Liberty
         Media Group Common Stock and Class B Liberty Media Group Common Stock,
         (D) the Liberty Media Group Net Proceeds of such Disposition, (E) if
         the Disposition is of all (not merely substantially all) the properties
         and assets of the Liberty Media Group, the Liberty Media Group Full
         Dilution Fraction as of a recent date preceding the date of such
         notice, (F) the number of outstanding shares of Class A Liberty Media
         Group Common Stock and Class B Liberty Media Group Common Stock and the
         number of shares of Class A Liberty Media Group Common Stock and Class
         B Liberty Media Group Common Stock into or for which outstanding
         Convertible Securities are then convertible, exercisable or
         exchangeable and the conversion, exercise or exchange prices thereof,
         (G) in the case of a notice to holders of Convertible Securities (other
         than Pre-Merger Convertible Securities, in the case of a Disposition of
         all (not merely substantially all) the properties and assets of the
         Liberty Media Group), a statement to the effect that holders of such
         Convertible Securities shall be entitled to receive such dividend only
         if they appropriately convert, exercise or exchange such Convertible
         Securities prior to the record date referred to in clause (A) of this
         sentence, and (H) if the Disposition is of all (not merely
         substantially all) the properties and assets of the Liberty Media
         Group, in the case of a notice to holders of Pre-Merger Convertible
         Securities, a statement to the effect that the holders of such
         Pre-Merger Convertible Securities shall be entitled to receive such
         dividend (without interest) upon conversion, exercise or exchange of
         such Pre-Merger Convertible Securities. Such notice shall be sent by
         first-class mail, postage prepaid, at such holder's address as the same
         appears on the transfer books of the corporation.

                  (iii)    If the corporation determines to undertake a
         redemption of shares of Class A Liberty Media Group Common Stock and
         Class B Liberty Media Group Common Stock following a Disposition of all
         (not merely substantially all) of the properties and assets of the
         Liberty Media Group pursuant to clause (ii) (A) of paragraph 5(b) of
         this Part B of this Article Third, the corporation shall cause to be
         given to each holder of outstanding shares of Class A Liberty Media
         Group Common Stock and Class B Liberty Media Group Common Stock and to
         each holder of Convertible Securities convertible into or exercisable
         or exchangeable for shares of either such series (unless provision for
         notice is otherwise made pursuant to the terms of such Convertible
         Securities), a notice setting forth (A) a statement that all shares of
         Class A Liberty Media Group Common Stock and Class B Liberty Media
         Group Common Stock outstanding on the Redemption Date shall be
         redeemed, (B) the Redemption Date (which shall not be more than 85
         Trading Days following the consummation of such Disposition), (C) the
         kind of shares of

<PAGE>

         capital stock, cash and/or other securities or property to be paid as a
         redemption price in respect of shares of Class A Liberty Media Group
         Common Stock and Class B Liberty Media Group Common Stock outstanding
         on the Redemption Date, (D) the Liberty Media Group Net Proceeds of
         such Disposition, (E) the Liberty Media Group Full Dilution Fraction as
         of a recent date preceding the date of such notice, (F) the place or
         places where certificates for shares of Class A Liberty Media Group
         Common Stock and Class B Liberty Media Group Common Stock, properly
         endorsed or assigned for transfer (unless the corporation waives such
         requirement), are to be surrendered for delivery of certificates for
         shares of such capital stock, cash and/or other securities or property,
         (G) the number of outstanding shares of Class A Liberty Media Group
         Common Stock and Class B Liberty Media Group Common Stock and the
         number of shares of Class A Liberty Media Group Common Stock and Class
         B Liberty Media Group Common Stock into or for which outstanding
         Convertible Securities are then convertible, exercisable or
         exchangeable and the conversion, exercise or exchange prices thereof
         (and stating which, if any, of such Convertible Securities constitute
         Pre-Merger Convertible Securities), and (H) in the case of a notice to
         holders of Convertible Securities (other than Pre-Merger Convertible
         Securities), a statement to the effect that holders of such Convertible
         Securities shall be entitled to participate in such redemption only if
         such holders appropriately convert, exercise or exchange such
         Convertible Securities on or prior to the Redemption Date referred to
         in clause (B) of this sentence and a statement as to what, if anything,
         such holders shall be entitled to receive pursuant to the terms of such
         Convertible Securities or, if applicable, paragraph 5(c) of this Part B
         of this Article Third if such holders convert, exercise or exchange
         such Convertible Securities following such Redemption Date. Such notice
         shall be sent by first-class mail, postage prepaid, not less than 35
         Trading Days nor more than 45 Trading Days prior to the Redemption
         Date, at such holder's address as the same appears on the transfer
         books of the corporation.

                  (iv)     If the corporation determines to undertake a
         redemption of shares of Class A Liberty Media Group Common Stock and
         Class B Liberty Media Group Common Stock following a Disposition of
         substantially all (but not all) of the properties and assets of the
         Liberty Media Group pursuant to clause (ii)(B) of paragraph 5(b) of
         Part B of this Article Third, the corporation shall, not later than the
         30th Trading Day following the consummation of such Disposition, cause
         to be given to each holder of record of outstanding shares of Class A
         Liberty Media Group Common Stock and Class B Liberty Media Group Common
         Stock, and to each holder of Convertible Securities convertible into or
         exercisable or exchangeable for shares of either such series (unless
         provision for notice is otherwise made pursuant to the terms of such
         Convertible Securities), a notice setting forth (A) a date not earlier
         than the 40th Trading Day and not later than the 50th Trading Day
         following the consummation of such Disposition which shall be the date
         on which shares of the Class A Liberty Media Group Common Stock and
         Class B Liberty Media Group Common Stock then outstanding shall be
         selected for redemption, (B) the anticipated Redemption Date (which
         shall not be more than 85 Trading Days following the consummation of
         such Disposition), (C) the kind of shares of capital stock, cash and/or
         other securities or property to be paid as a redemption price in
         respect of shares of Class A Liberty Media Group Common Stock and Class
         B Liberty Media Group

<PAGE>

         Common Stock selected for redemption, (D) the Liberty Media Group Net
         Proceeds of such Disposition, (E) the number of outstanding shares of
         Class A Liberty Media Group Common Stock and Class B Liberty Media
         Group Common Stock and the number of shares of Class A Liberty Media
         Group Common Stock and Class B Liberty Media Group Common Stock into or
         for which outstanding Convertible Securities are then convertible,
         exercisable or exchangeable and the conversion or exercise prices
         thereof, and (F) in the case of a notice to holders of Convertible
         Securities, a statement to the effect that holders of such Convertible
         Securities shall be entitled to participate in such selection for
         redemption only if such holders appropriately convert, exercise or
         exchange such Convertible Securities on or prior to the date referred
         to in clause (A) of this sentence and a statement as to what, if
         anything, such holders shall be entitled to receive pursuant to the
         terms of such Convertible Securities if such holders convert, exercise
         or exchange such Convertible Securities following such date. Promptly
         following the date referred to in clause (A) of the preceding sentence,
         but not earlier than the 40th Trading Day and not later than the 50th
         Trading Day following the consummation of such Disposition, the
         corporation shall cause to be given to each holder of shares of Class A
         Liberty Media Group Common Stock and Class B Liberty Media Group Common
         Stock to be so redeemed, a notice setting forth (A) the number of
         shares of Class A Liberty Media Group Common Stock and Class B Liberty
         Media Group Common Stock held by such holder to be redeemed, (B) a
         statement that such shares of Class A Liberty Media Group Common Stock
         and Class B Liberty Media Group Common Stock shall be redeemed, (C) the
         Redemption Date (which shall not be more than 85 Trading Days following
         the consummation of such Disposition), (D) the kind and per share
         amount of shares of capital stock, cash and/or other securities or
         property to be received by such holder with respect to each share of
         such Class A Liberty Media Group Common Stock and Class B Liberty Media
         Group Common Stock to be redeemed, including details as to the
         calculation thereof, and (E) the place or places where certificates for
         shares of such Class A Liberty Media Group Common Stock or Class B
         Liberty Media Group Common Stock, properly endorsed or assigned for
         transfer (unless the corporation waives such requirement), are to be
         surrendered for delivery of certificates for shares of such capital
         stock, cash and/or other securities or property. The notices referred
         to in this clause (iv) shall be sent by first-class mail, postage
         prepaid, at such holder's address as the same appears on the transfer
         books of the corporation. The outstanding shares of Class A Liberty
         Media Group Common Stock and Class B Liberty Media Group Common Stock
         to be redeemed shall be redeemed by the corporation pro rata among the
         holders of Class A Liberty Media Group Common Stock and Class B Liberty
         Media Group Common Stock or by such other method as may be determined
         by the Board of Directors to be equitable.

                  (v)      If the corporation determines to redeem shares of
         Class A Liberty Media Group Common Stock and Class B Liberty Media
         Group Common Stock pursuant to paragraph 5(a) of this Part B of this
         Article Third, the corporation shall promptly cause to be given to each
         holder of Class A Liberty Media Group Common Stock and Class B Liberty
         Media Group Common Stock and to each holder of Convertible Securities
         convertible into or exercisable or exchangeable for shares of either
         such series (unless provision for such notice is otherwise made
         pursuant to the terms of such Convertible Securities), a notice setting
         forth (A) a statement that all outstanding shares of Class A Liberty
         Media Group Common Stock and Class B Liberty Media Group Common Stock
         shall be redeemed in exchange for shares of common stock of the Liberty
         Media Group

<PAGE>

         Subsidiaries, (B) the Redemption Date, (C) the place or places where
         certificates for shares of Class A Liberty Media Group Common Stock and
         Class B Liberty Media Group Common Stock, properly endorsed or assigned
         for transfer (unless the corporation shall waive such requirement), are
         to be surrendered for delivery of certificates for shares of common
         stock of the Liberty Media Group Subsidiaries, (D) the number of
         outstanding shares of Class A Liberty Media Group Common Stock and
         Class B Liberty Media Group Common Stock and the number of shares of
         Class A Liberty Media Group Common Stock and Class B Liberty Media
         Group Common Stock into or for which outstanding Convertible Securities
         are then convertible, exercisable or exchangeable and the conversion,
         exercise or exchange prices thereof (and stating which, if any, of such
         Convertible Securities constitute Pre-Merger Convertible Securities)
         and (E) in the case of a notice to holders of Convertible Securities
         (other than Pre-Merger Convertible Securities), a statement to the
         effect that holders of such Convertible Securities shall be entitled to
         participate in such redemption only if such holders appropriately
         convert, exercise or exchange such Convertible Securities on or prior
         to the Redemption Date referred to in clause (B) of this sentence and a
         statement as to what, if anything, such holders shall be entitled to
         receive pursuant to the terms of such Convertible Securities or, if
         applicable, paragraph 5(c) of this Part B of this Article Third if such
         holders convert, exercise or exchange such Convertible Securities
         following the Redemption Date. Such notice shall be sent by first-class
         mail, postage prepaid, not less than 35 Trading Days nor more than 45
         Trading Days prior to the Redemption Date, at such holder's address as
         the same appears on the transfer books of the corporation.

                  (vi)     Neither the failure to mail any notice required by
         this paragraph 5(d) to any particular holder of Class A Liberty Media
         Group Common Stock, Class B Liberty Media Group Common Stock or of
         Convertible Securities nor any defect therein shall affect the
         sufficiency thereof with respect to any other holder of outstanding
         shares of Class A Liberty Media Group Common Stock or Class B Liberty
         Media Group Common Stock or of Convertible Securities, or the validity
         of any redemption.

                  (vii)    The corporation shall not be required to issue or
         deliver fractional shares of any class of capital stock or any
         fractional securities to any holder of Class A Liberty Media Group
         Common Stock or Class B Liberty Media Group Common Stock upon any
         redemption, dividend or other distribution pursuant to this paragraph
         5. In connection with the determination of the number of shares of any
         class of capital stock that shall be issuable or the amount of
         securities that shall be deliverable to any holder of record upon any
         such redemption, dividend or other distribution (including any
         fractions of shares or securities), the corporation may aggregate the
         number of shares of Class A Liberty Media Group Common Stock or Class B
         Liberty Media Group Common Stock held at the relevant time by such
         holder of record. If the number of shares of any class of capital stock
         or the amount of securities remaining to be issued or delivered to any
         holder of Class A Liberty Media Group Common Stock or Class B Liberty
         Media Group Common Stock is a fraction, the corporation shall, if such
         fraction is not issued or delivered to such holder, pay a cash
         adjustment in respect of such fraction in an amount equal to the fair
         market value of such fraction on the fifth Trading Day prior to the
         date such payment is to be made (without interest). For purposes of the
         preceding sentence, "fair market value" of any fraction shall be (A) in
         the case of any fraction of a share of capital stock

<PAGE>

         of the corporation, the product of such fraction and the Market Value
         of one share of such capital stock and (B) in the case of any other
         fractional security, such value as is determined by the Board of
         Directors.

                  (viii)   No adjustments in respect of dividends shall be made
         upon the redemption of any shares of Class A Liberty Media Group Common
         Stock or Class B Liberty Media Group Common Stock; provided, however,
         that if the Redemption Date with respect to the Class A Liberty Media
         Group Common Stock or Class B Liberty Media Group Common Stock shall be
         subsequent to the record date for the payment of a dividend or other
         distribution thereon or with respect thereto, the holders of shares of
         Class A Liberty Media Group Common Stock or Class B Liberty Media Group
         Common Stock at the close of business on such record date shall be
         entitled to receive the dividend or other distribution payable on or
         with respect to such shares on the date set for payment of such
         dividend or other distribution, notwithstanding the redemption of such
         shares or the corporation's default in payment of the dividend or
         distribution due on such date.

                  (ix)     Before any holder of shares of Class A Liberty Media
         Group Common Stock or Class B Liberty Media Group Common Stock shall be
         entitled to receive certificates representing shares of any kind of
         capital stock or cash and/or securities or other property to be
         received by such holder with respect to shares of Class A Liberty Media
         Group Common Stock or Class B Liberty Media Group Common Stock pursuant
         to this paragraph 5 of this Part B of this Article Third, such holder
         shall surrender at such place as the corporation shall specify
         certificates for such shares of Class A Liberty Media Group Common
         Stock or Class B Liberty Media Group Common Stock, properly endorsed or
         assigned for transfer (unless the corporation shall waive such
         requirement). The corporation shall as soon as practicable after such
         surrender of certificates representing shares of Class A Liberty Media
         Group Common Stock or Class B Liberty Media Group Common Stock deliver
         to the person for whose account shares of Class A Liberty Media Group
         Common Stock or Class B Liberty Media Group Common Stock were so
         surrendered, or to the nominee or nominees of such person, certificates
         representing the number of whole shares of the kind of capital stock or
         cash and/or securities or other property to which such person shall be
         entitled as aforesaid, together with any payment for fractional
         securities contemplated by paragraph 5(d)(vii) of this Part B of this
         Article Third. If less than all of the shares of Class A Liberty Media
         Group Common Stock or Class B Liberty Media Group Common Stock
         represented by any one certificate are to be redeemed, the corporation
         shall issue and deliver a new certificate for the shares of Class A
         Liberty Media Group Common Stock or Class B Liberty Media Group Common
         Stock not redeemed. The corporation shall not be required to register a
         transfer of any shares of Class A Liberty Media Group Common Stock or
         Class B Liberty Media Group Common Stock selected or called for
         redemption.

                  (x)      From and after any applicable Redemption Date, all
         rights of a holder of shares of Class A Liberty Media Group Common
         Stock or Class B Liberty Media Group Common Stock that were redeemed
         shall cease except for the right, upon surrender of the certificates
         representing shares of Class A Liberty Media Group Common Stock or
         Class B Liberty Media Group Common Stock, to receive certificates
         representing shares of the kind and amount of capital stock or cash
         and/or securities or other property for

<PAGE>

         which such shares were redeemed, together with any payment for
         fractional securities contemplated by paragraph 5(d)(vii) of this Part
         B of this Article Third and such holder shall have no other or further
         rights in respect of the shares of Class A Liberty Media Group Common
         Stock or Class B Liberty Media Group Common Stock so redeemed,
         including, but not limited to, any rights with respect to any cash,
         securities or other properties which are reserved or otherwise
         designated by the corporation as being held for the satisfaction of the
         corporation's obligations to pay or deliver any cash, securities or
         other property upon the conversion, exercise or exchange of any
         Convertible Securities that were convertible into or exercisable or
         exchangeable for Class A Liberty Media Group Common Stock or Class B
         Liberty Media Group Common Stock and outstanding as of the date of such
         redemption. No holder of a certificate that, immediately prior to the
         applicable Redemption Date for the Class A Liberty Media Group Common
         Stock or Class B Liberty Media Group Common Stock, represented shares
         of Class A Liberty Media Group Common Stock or Class B Liberty Media
         Group Common Stock shall be entitled to receive any dividend or other
         distribution with respect to shares of any kind of capital stock into
         or in exchange for which the Class A Liberty Media Group Common Stock
         or Class B Liberty Media Group Common Stock was redeemed until
         surrender of such holder's certificate for a certificate or
         certificates representing shares of such kind of capital stock. Upon
         such surrender, there shall be paid to the holder the amount of any
         dividends or other distributions (without interest) which theretofore
         became payable with respect to a record date after the Redemption Date
         but that were not paid by reason of the foregoing, with respect to the
         number of whole shares of the kind of capital stock represented by the
         certificate or certificates issued upon such surrender. From and after
         a Redemption Date for any shares of Class A Liberty Media Group Common
         Stock or Class B Liberty Media Group Common Stock, the corporation
         shall, however, be entitled to treat the certificates for shares of
         Class A Liberty Media Group Common Stock or Class B Liberty Media Group
         Common Stock that have not yet been surrendered for redemption as
         evidencing the ownership of the number of whole shares of the kind or
         kinds of capital stock for which the shares of Class A Liberty Media
         Group Common Stock or Class B Liberty Media Group Common Stock
         represented by such certificates shall have been redeemed,
         notwithstanding the failure to surrender such certificates.

                  (xi)     The corporation shall pay any and all documentary,
         stamp or similar issue or transfer taxes that may be payable in respect
         of the issue or delivery of any shares of capital stock and/or other
         securities on redemption of shares of Class A Liberty Media Group
         Common Stock or Class B Liberty Media Group Common Stock pursuant to
         this Part B of this Article Third. The corporation shall not, however,
         be required to pay any tax that may be payable in respect of any
         transfer involved in the issue and delivery of any shares of capital
         stock in a name other than that in which the shares of Class A Liberty
         Media Group Common Stock or Class B Liberty Media Group Common Stock so
         redeemed were registered and no such issue or delivery shall be made
         unless and until the person requesting such issue has paid to the
         corporation the amount of any such tax, or has established to the
         satisfaction of the corporation that such tax has been paid.

<PAGE>

6.       Liquidation.

         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 other liabilities of the corporation and subject to the
prior payment in full of the preferential amounts to which any class or series
of Preferred Stock is entitled, (a) the holders of the shares of Common Stock
and (on the basis that may be set forth in this Certificate with respect to any
such shares) the holders of any other class of common shares (other than the
Liberty Media Group Common Stock) shall share in the aggregate in a percentage
of the funds of the corporation remaining for distribution to its common
shareholders equal to 100% multiplied by the average daily ratio (expressed as a
decimal) of X/Z for the 20-Trading Day period ending on the Trading Day prior to
the date of the public announcement of such liquidation, dissolution or winding
up, and (b) the holders of the shares of Class A Liberty Media Group Common
Stock and the holders of the shares of Class B Liberty Media Group Common Stock
shall share equally, on a share for share basis, in a percentage of the funds of
the corporation remaining for distribution to its common shareholders equal to
100% multiplied by the average daily ratio (expressed as a decimal) of Y/Z for
such 20-Trading Day period, where X is the aggregate Market Capitalization of
the Common Stock and any other class of common shares (other than the Liberty
Media Group Common Stock), Y is the aggregate Market Capitalization of the Class
A Liberty Media Group Common Stock and the Class B Liberty Media Group Common
Stock, and Z is the aggregate Market Capitalization of the Common Stock, any
other class of common shares (other than the Liberty Media Group Common Stock),
the Class A Liberty Media Group Common Stock and the Class B Liberty Media Group
Common Stock. Neither the consolidation or merger of the corporation with or
into any other corporation or corporations 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 6 of this Part B of this Article Third.
Notwithstanding the foregoing, any transaction or series of related transactions
which results in all of the assets and liabilities included in the Liberty Media
Group being held by one or more Liberty Media Group Subsidiaries, and the
distribution of such Liberty Media Group Subsidiaries (and no other material
assets or liabilities) to the holders of the outstanding Liberty Media Group
Common Stock shall not constitute a voluntary or involuntary liquidation,
dissolution or winding up of the corporation for purposes of this paragraph 6 of
this Part B of this Article Third, but shall be subject to paragraph 5(a) of
this Part B of this Article Third.

7.       Determinations by the Board of Directors.

         Any determinations made by the Board of Directors under any provision
in this Part B of this Article Third shall be final and binding on all
shareholders of the corporation, except as may otherwise be required by law. The
corporation shall prepare a statement of any such determination by the Board of
Directors respecting the fair market value of any properties, assets or
securities and shall file such statement with the Secretary of the corporation.

<PAGE>

8.       Relationship Between the Liberty Media Group and the Common Stock
         Group.

         (a)      In furtherance and not in limitation of the provisions of
Article Ninth, neither the Liberty Media Group on the one hand, nor the Common
Stock Group on the other hand, shall have any duty, responsibility or obligation
to refrain from (and none of the directors or officers of the corporation, the
Liberty Media Group or the Common Stock Group shall have any duty,
responsibility or obligation to cause the Liberty Media Group or the Common
Stock Group to refrain from) (i) engaging in the same or similar activities or
lines of business as any member of the other Group, (ii) doing business with any
potential or actual supplier or customer of any member of any other Group or
(iii) engaging in, or refraining from, any other activities whatsoever relating
to any of the potential or actual suppliers or customers of any member of the
other Group.

         (b)      In furtherance and not in limitation of the provisions of
Article Ninth, neither the Liberty Media Group on the one hand, nor the Common
Stock Group on the other hand, shall have any duty, responsibility or obligation
(and none of the directors or officers of the corporation, the Liberty Media
Group or the Common Stock Group shall have any duty, responsibility or
obligation to cause the Liberty Media Group or the Common Stock Group) (i) to
communicate or offer any business or other corporate opportunity to any other
Person (including any business or other corporate opportunity which may arise
which either Group may be financially able to undertake, and which is, from its
nature, in the line of more than one Group's business and is of practical
advantage to more than one Group), (ii) to provide financial support to the
other Group (or any member thereof) or (iii) otherwise to assist the other
Group.

         (c)      In furtherance and not in limitation of the provisions of
Article Ninth, no director or officer of the corporation shall be liable to the
corporation or any holder of any securities of the corporation in respect of any
failure or alleged failure of such officer or director to offer to (or to cause
the Liberty Media Group or the Common Stock Group to offer to) either Group any
corporate opportunity of any kind or nature that is pursued by the other Group.

         (d)      Nothing in this paragraph 8 of this Part B of this Article
Third shall prevent any members of the Liberty Media Group from entering into
written agreements with the Common Stock Group to define or restrict any aspect
of the relationship between the Groups.

9.       Certain Definitions.

         Unless the context otherwise requires, the terms defined in this Part B
of this Article Third shall have, for all purposes of this Part B of this
Article Third, the meanings herein specified:

         "Common Stock Group" shall mean, as of any date, the interest of the
corporation or any of its subsidiaries in all of the businesses in which the
corporation or any of its subsidiaries (or any of their predecessors or
successors) is or has been engaged, directly or indirectly, and the respective
assets and liabilities of the corporation or any of its subsidiaries, other than
any businesses, assets or liabilities of the Liberty Media Group.

<PAGE>

         "Convertible Securities" shall mean any securities of the corporation
(other than the Liberty Media Group Common Stock) or any Subsidiary thereof that
are convertible into, exchangeable for or evidence the right to purchase any
shares of Common Stock or of any series of Liberty Media Group Common Stock,
whether upon conversion, exercise, exchange, pursuant to antidilution provisions
of such securities or otherwise.

         "Covered Disposition" shall mean (x) any direct or indirect sale,
transfer or conveyance by the corporation of any of its equity interest in
Liberty Media Corporation or any Covered Entity or (y) any grant of any pledge
or other security interest in the equity interest of the corporation in Liberty
Media Corporation or any Covered Entity; provided, however, that the foregoing
shall not apply to (i) any issuance or sale by the corporation of its own
securities, (ii) any issuance or sale by Liberty Media Corporation of its own
securities or any sale, transfer or conveyance by Liberty Media Corporation or
any other Person included in the Liberty Media Group of any securities of any
Person included in the Liberty Media Group, (iii) with respect to any Covered
Entity, any transaction duly authorized by the board of directors of such
Covered Entity, or (iv) any merger, consolidation, exchange of shares or other
business combination transaction involving the corporation in which the
corporation (or its successors) continues immediately following such transaction
to hold the same direct or indirect interest in the business, assets and
liabilities comprising the Liberty Media Group that it held immediately prior to
such transaction (other than as a result of any action by any Person included in
the Liberty Media Group). If a contribution of assets of Liberty Media
Corporation to Liberty Media Group LLC occurs (other than the initial
contribution made on formation thereof), then from and after the date of such
contribution all references in the preceding sentence of this definition of
Covered Disposition to Liberty Media Corporation shall be deemed to refer to
Liberty Media Group LLC.

         "Covered Entity" shall mean, as of any date of determination, each of
the following Persons (and any successor to such Person, by merger,
consolidation, sale of all or substantially all of its assets or otherwise,
whether or not in connection with a Related Business Transaction) unless all of
the Corporation's equity interest in such Person or all of the assets of such
Person are held by (i) Liberty Media Corporation, if such date of determination
is prior to the contribution of assets of Liberty Media Corporation to Liberty
Media Group LLC (other than the initial contribution made on formation thereof)
or (ii) Liberty Media Group LLC, if such date of determination is after the
contribution referred to in clause (i): Tele-Communications International, Inc.,
TCI Wireless Holdings, Inc., TCIP, Inc., Silver Spur Land and Cattle Co., and
TCI Interactive, Inc.

         "Disposition" shall mean the sale, transfer, assignment or other
disposition (whether by merger, consolidation, sale or contribution of assets or
stock or otherwise) by the corporation (or its successors) or any of its
Subsidiaries of properties or assets. Disposition shall not include a merger,
consolidation, exchange of shares or other business combination transaction
involving the corporation in which the corporation (or its successors) continues
immediately following such transaction to hold the same direct and indirect
interest in the business, assets and liabilities comprising the Liberty Media
Group that it held immediately prior to such transaction (other than as a result
of any action by any Person included in the Liberty Media Group).

         "Group" shall mean either the Common Stock Group or the Liberty Media
Group.

<PAGE>

         "Liberty Media Group" shall mean, as of any date that any shares of
Class A Liberty Media Group Common Stock or Class B Liberty Media Group Common
Stock have been issued and continue to be outstanding, each of the following,
without duplication: (a) the proceeds of any issuances or sales of Class A
Liberty Media Group Common Stock, Class B Liberty Media Group Common Stock or
any Convertible Securities that are convertible into or exercisable or
exchangeable for Liberty Media Group Common Stock or of any Preferred Stock that
is attributed to the Liberty Media Group; (b) the interest of the corporation or
any of its subsidiaries in the Associated Group, Inc., a Delaware corporation,
and the proceeds of any disposition thereof; (c) the interest of the Corporation
or any of its subsidiaries in each Covered Entity or any subsidiary of a Covered
Entity and their respective properties and assets (including, without
limitation, the Sprint PCS Investment) and the proceeds of any disposition
thereof; and (d) the interest of the corporation or of any of its subsidiaries
in Liberty Media Corporation or any of its subsidiaries (including any successor
thereto by merger, consolidation or sale of all or substantially all of its
assets, whether or not in connection with a Related Business Transaction) and
their respective properties and assets and the proceeds of any disposition
thereof; provided, however, that if a contribution of assets of Liberty Media
Corporation to Liberty Media Group LLC occurs (other than the initial
contribution made on formation thereof), then from and after the date of such
contribution, the Liberty Media Group shall mean, as of any date that any shares
of Class A Liberty Media Group Common Stock or Class B Liberty Media Group
Common Stock continue to be outstanding, in addition to the assets referred to
in clauses (a), (b) and (c) above and in clause (e) below, the interest of the
corporation or any of its subsidiaries in (i) the Retained Business and (ii)
Liberty Media Group LLC or any of its subsidiaries (including any successor
thereto by merger, consolidation or sale of all or substantially all of its
assets, whether or not in connection with a Related Business Transaction) and
their respective properties and assets and the proceeds of any disposition
thereof; and (e) the interest of the corporation in all dividends and
distributions from Liberty Media Group LLC to Liberty Media Corporation or any
of its subsidiaries (including any such successor) or from Liberty Media
Corporation (or any such successor) to its shareholders or from any Covered
Entity to its shareholders. For purposes hereof, "Retained Businesses" means the
businesses, assets and liabilities of Liberty Media Corporation immediately
following the contribution referred to in the preceding sentence (or, if there
is more than one such contribution after the initial contribution made on
formation, then the first of such contributions).

         "Liberty Media Group Available Dividend Amount," as of any date, shall
mean the excess of (i) the amount by which the total assets of the Liberty Media
Group exceed the total liabilities of the Liberty Media Group as of such date
over (ii) the sum of (A) the par value of all issued shares of Liberty Media
Group Common Stock and each class or series of Preferred Stock attributed to the
Liberty Media Group, (B) the amount of the consideration received for any shares
of Preferred Stock attributed to the Liberty Media Group without par value that
have been issued, except such part of the consideration therefor as may have
been allocated to surplus in a manner permitted by law, and (C) any amount not
included in clauses (A) and (B) that the corporation (by appropriate action of
its Board of Directors) has transferred to stated capital specifically in
respect of Liberty Media Group Common Stock, minus (D) all reductions from such
sums set forth in clauses (A), (B) and (C) as have been effected in a manner
permitted by law; provided, however, that in the event that the law governing
the corporation changes from that governing the corporation on the date of the
adoption of the Amendment to this Certificate pursuant to which the Liberty
Media Group Common Stock was authorized (whether because of

<PAGE>

amendment of the applicable law or because of a change in the jurisdiction of
incorporation of the corporation through merger or otherwise), the Liberty Media
Group Available Dividend Amount shall mean that amount of dividends, as
determined by the Board of Directors, that could be paid by a corporation
(governed under such applicable law) having the assets and liabilities of the
Liberty Media Group, an amount of outstanding common stock (and having an
aggregate par value) equal to the amount (and aggregate par value) of the
outstanding Liberty Media Group Common Stock and of each class or series of
Preferred Stock attributed to the Liberty Media Group and having an amount of
earnings or loss or other relevant corporate attributes as reasonably determined
by the Board of Directors in light of all factors deemed relevant by the Board.

         "Liberty Media Group Full Dilution Fraction" shall mean, as of any
date, a fraction the numerator of which is the aggregate number of shares of
Class A Liberty Media Group Common Stock and Class B Liberty Media Group Common
Stock outstanding on such date and the denominator of which is the sum of (a)
such aggregate number of shares of Class A Liberty Media Group Common Stock and
Class B Liberty Media Group Common Stock outstanding on such date and (b) the
aggregate number of shares of Class A Liberty Media Group Common Stock and Class
B Liberty Media Group Common Stock issuable, determined as of such date, upon
conversion, exercise or exchange of Pre-Merger Convertible Securities.

         "Liberty Media Group LLC" shall mean Liberty Media Group LLC, a
Delaware limited liability company, of which Liberty Media Corporation and
Liberty Management LLC are the members, and any successor thereto (by merger,
consolidation, sale of all or substantially all of its assets or otherwise,
whether or not in connection with a Related Business Transaction).

         "Liberty Media Group Net Proceeds" shall mean, as of any date, with
respect to any Disposition of any of the properties and assets of the Liberty
Media Group, an amount, if any, equal to the gross proceeds of such Disposition
after any payment of, or reasonable provision for, (a) any taxes payable by the
corporation in respect of such Disposition or in respect of any resulting
dividend or redemption pursuant to clause (i) or (ii), respectively, of
paragraph 5(b) of this Part B of this Article Third (or which would have been
payable but for the utilization of tax benefits attributable to the Common Stock
Group) reduced by any offset to such liability of the Liberty Media Group
allowed pursuant to the Tax Sharing Agreement entered into pursuant to the
Merger Agreement, (b) any transaction costs borne by the Common Stock Group in
connection with such Disposition, including, without limitation, any legal,
investment banking and accounting fees and expenses borne by the Common Stock
Group in connection with such Disposition, (c) any liabilities and other
obligations (contingent or otherwise) of the Liberty Media Group borne by the
Common Stock Group in connection with such Disposition, including, without
limitation, any indemnity or guarantee obligations incurred by the Common Stock
Group in connection with the Disposition or any liabilities assumed by the
Common Stock Group for future purchase price adjustments, and (d) any
preferential amounts, accumulated and unpaid dividends and other obligations
(other than with respect to Pre-Merger Convertible Securities) in respect of
Preferred Stock attributed to the Liberty Media Group; provided, however, that
the net amount determined in accordance with the foregoing provisions of this
sentence shall, without duplication, be increased by the net amount, if any,
payable by the Common Stock Group to the Liberty Media Group, or decreased by
the net amount, if any, payable by the Liberty Media Group to the Common Stock
Group, pursuant to the Tax Sharing Agreement referred to above, as

<PAGE>

applicable, as a result of the deconsolidation of the properties and assets of
the Liberty Media Group disposed of in such Disposition. For purposes of this
definition, any properties and assets of the Liberty Media Group remaining after
such Disposition shall constitute "reasonable provision" for such amount of
taxes, costs and liabilities (contingent or otherwise) as can be supported by
such properties and assets. To the extent the proceeds of any Disposition
include any securities or other property other than cash, the Board of Directors
shall determine the value of such securities or property.

         "Liberty Media Corporation" shall mean Liberty Media Corporation, a
Delaware corporation, and any successor thereto (by merger, consolidation, sale
of all or substantially all of its assets or otherwise, whether or not in
connection with a Related Business Transaction).

         "Market Capitalization" of any class or series of capital stock of the
corporation on any Trading Day shall mean the product of (i) the Market Value of
one share of such class or series on such Trading Day and (ii) the number of
shares of such class or series outstanding on such Trading Day.

         "Market Value" of any class or series of capital stock of the
corporation on any day shall mean the average of the high and low reported sales
prices regular way of a share of such class or series on such day (if such day
is a Trading Day, and if such day is not a Trading Day, on the Trading Day
immediately preceding such day) or in case no such reported sale takes place on
such Trading Day the average of the reported closing bid and asked prices
regular way of a share of such class or series on such Trading Day, in either
case on the New York Stock Exchange or, if the shares of such class or series
are not quoted on the New York Stock Exchange on such Trading Day, on the Nasdaq
National Market, or if the shares of such class or series are not quoted on the
Nasdaq National Market on such Trading Day, the average of the closing bid and
asked prices of a share of such class or series in the over-the-counter market
on such Trading Day as furnished by any New York Stock Exchange member firm
selected from time to time by the corporation, or if such closing bid and asked
prices are not made available by any such New York Stock Exchange member firm on
such Trading Day (including without limitation because such securities are not
publicly held), the market value of a share of such class or series as
determined by the Board of Directors; provided that for purposes of determining
the ratios set forth in paragraph 6 of this Part B of this Article Third, (a)
the "Market Value" of any share of Common Stock or of any class of Liberty Media
Group Common Stock on any day prior to the "ex" date or any similar date for any
dividend or distribution paid or to be paid with respect to the Common Stock or
such class of Liberty Media Group Common Stock, as applicable, shall be reduced
by the fair market value of the per share amount of such dividend or
distribution as determined by the Board of Directors and (b) the "Market Value"
of any share of Common Stock or of any class of Liberty Media Group Common Stock
on any day prior to (i) the effective date of any subdivision (by stock split or
otherwise) or combination (by reverse stock split or otherwise) of outstanding
shares of Common Stock or of such class of Liberty Media Group Common Stock, as
applicable, or (ii) the "ex" date or any similar date for any dividend or
distribution with respect to the Common Stock or any such class of Liberty Media
Group Common Stock in shares of the Common Stock or such class of Liberty Media
Group Common Stock, as applicable, shall be appropriately adjusted to reflect
such subdivision, combination, dividend or distribution.

<PAGE>

         "Person" shall mean any individual, corporation, partnership, limited
liability company, joint venture, association, joint stock company, trust,
unincorporated organization, government or agency or political subdivision
thereof, or other entity, whether acting in an individual, fiduciary or other
capacity.

         "Pre-Merger Convertible Securities" shall mean Convertible Securities
that were outstanding immediately following the Effective Time (as such term is
defined in the Merger Agreement) and were, at such date convertible into or
exercisable or exchangeable for shares of Class A Liberty Media Group Common
Stock or Class B Liberty Media Group Common Stock.

         "Qualifying Subsidiary" of a Person shall mean a Subsidiary of such
Person in which such Person's ownership and voting interest is sufficient to
satisfy the ownership and voting requirements of the Internal Revenue Code and
the regulations thereunder for a distribution of such Person's interest in such
Subsidiary to the holders of Class A Liberty Media Group Common Stock and Class
B Liberty Media Group Common Stock to be tax free to such holders.

         "Redemption Date" shall mean any date fixed for a redemption or
purchase of shares of Class A Liberty Media Group Common Stock and Class B
Liberty Media Group Common Stock as set forth in a notice to holders of such
series pursuant to this Certificate.

         "Related Business Transaction" shall mean any Disposition of all or
substantially all of the properties and assets of the Liberty Media Group in
which the corporation receives as proceeds of such Disposition primarily equity
securities (including, without limitation, capital stock, convertible
securities, partnership or limited partnership interests, limited liability
company membership interests and other types of equity securities, without
regard to the voting power or contractual or other management or governance
rights related to such equity securities) of the purchaser or acquiror of such
assets and properties of the Liberty Media Group, any entity which succeeds (by
merger, formation of a joint venture enterprise or otherwise) to such assets and
properties of the Liberty Media Group, or a third party issuer, which purchaser,
acquiror or other issuer is engaged or proposes to engage primarily in one or
more businesses similar or complementary to the businesses conducted by the
Liberty Media Group prior to such Disposition, as determined in good faith by
the Board of Directors, and upon consummation of such transaction is included in
the Liberty Media Group.

         "Sprint PCS Investment" shall mean the common equity securities (and
securities convertible into or exercisable or exchangeable for such common
equity securities) of Sprint Corporation acquired by Tele-Communications, Inc.
("TCI") and its affiliates pursuant to that certain Restructuring and Merger
Agreement, dated as of May 26, 1998, among TCI, Sprint Corporation, Comcast
Corporation and Cox Communications, Inc. (the "PCS Restructuring Agreement") (as
well as any indebtedness of Sprint Corporation or any of its affiliates to TCI
or any of its affiliates remaining following the consummation of the
transactions contemplated by the PCS Restructuring Agreement).

         "Subsidiary" shall mean, with respect to any Person, any corporation,
limited liability company or partnership 50% or more of whose outstanding voting
securities or membership or partnership interests, as the case may be, are
directly or indirectly owned by such Person.

<PAGE>

         "Trading Day" shall mean each weekday other than any day on which any
relevant class or series of capital stock of the corporation is not traded on
the New York Stock Exchange or the Nasdaq National Market or in the
over-the-counter market.

PART C--PREFERRED STOCK

         The Preferred Stock may be issued from time to time in one or more
series. All shares of Preferred Stock of all series shall rank equally and be
identical in all respects except that the Board of Directors is authorized to
fix the number of shares in each series, the designation thereof and, subject to
the provisions of this Article Third, the relative rights, preferences and
limitations of each series and the variations in such rights, preferences and
limitations as between series and specifically is authorized to fix with respect
to each series:

                  (a)      the dividend rate on the shares of such series and
         the date or dates from which dividends shall be cumulative;

                  (b)      the times when, the prices at which, and all other
         terms and conditions upon which, shares of such series shall be
         redeemable;

                  (c)      the amounts which the holders of shares of such
         series shall be entitled to receive upon the liquidation, dissolution
         or winding up of the corporation, which amounts may vary depending on
         whether such liquidation, dissolution or winding up is voluntary or
         involuntary and, if voluntary, may vary at different dates;

                  (d)      whether or not the shares of such series shall be
         subject to the operation of a purchase, retirement or sinking fund and,
         if so, the extent to and manner in which such purchase, retirement or
         sinking fund shall be applied to the purchase or redemption of the
         shares of such series for retirement or for other corporate purposes
         and the terms and provisions relative to the operation of the said fund
         or funds;

                  (e)      whether or not the shares of such series shall be
         convertible into or exchangeable for shares of any other class or
         series or for any class of common shares and, if so, the price of
         prices or the rate or rates of conversion or exchange and the method,
         if any, of adjusting the same;

                  (f)      the restrictions, if any, upon the payment of
         dividends or making of other distributions on, and upon the purchase or
         other acquisition of, common shares;

                  (g)      the restrictions, if any, upon the creation of
         indebtedness, and the restrictions, if any, upon the issue of any
         additional shares ranking on a parity with or prior to the shares of
         such series in addition to the restrictions provided for in this
         Article Third;

                  (h)      the voting powers, if any, of the shares of such
         series in addition to the voting powers provided for in this Article
         Third; and

                  (i)      such other rights, preferences and limitations as
         shall not be inconsistent with this Article Third.

<PAGE>

         All shares of any particular series shall rank equally and be identical
in all respects except that shares of any one series issued at different times
may differ as to the date from which dividends shall be cumulative.

         Dividends on shares of Preferred Stock of each series shall be
cumulative from the date or dates fixed with respect to such series and shall be
paid or declared or set apart for payment for all past dividend periods and for
the current dividend period before any dividends (other than dividends payable
in common shares) shall be declared or paid or set apart for payment on common
shares. Whenever, at any time, full cumulative dividends for all past dividend
periods and for the current dividend period shall have been paid or declared and
set apart for payment on all then outstanding shares of Preferred Stock and all
requirements with respect to any purchase, retirement or sinking fund or funds
for all series of Preferred Stock shall have been complied with, the Board of
Directors may declare dividends on the common shares and the shares of Preferred
Stock shall not be entitled to share therein.

         Upon any liquidation, dissolution or winding up of the corporation, the
holders of shares of Preferred Stock of such series shall be entitled to receive
the amounts to which such holders are entitled as fixed with respect to such
series, including all dividends accumulated to the date of final distribution,
before any payment or distribution of assets of the corporation shall be made to
or set apart for the holders of common shares and after such payments shall have
been made in full to the holders of shares of Preferred Stock, the holders of
common shares shall be entitled to receive any and all assets remaining to be
paid or distributed to shareholders and the holders of shares of Preferred Stock
shall not be entitled to share therein. For the purposes of this paragraph, the
voluntary sale, conveyance, lease, exchange or transfer of all or substantially
all the property or assets of the corporation or a consolidation or merger of
the corporation with one or more other corporations (whether or not the
corporation is the corporation surviving such consolidation or merger) shall not
be deemed to be a liquidation, dissolution or winding up, voluntary or
involuntary.

         The aggregate amount which all shares of Preferred Stock outstanding at
any time shall be entitled to receive on involuntary liquidation, dissolution or
winding up shall not exceed $8,000,000,000.

         So long as any shares of Preferred Stock are outstanding, the
corporation will not (a) without the affirmative vote or consent of the holders
of at least 66 2/3% of all the shares of Preferred Stock at the time
outstanding, (i) authorize shares of stock ranking prior to the shares of
Preferred Stock, or (ii) change any provision of this Article Third so to affect
adversely the shares of Preferred Stock; (b) without the affirmative vote or
consent of the holders of at least 66 2/3% of any series of Preferred Stock at
the time outstanding, change any of the provisions of such series so as to
affect adversely the shares of such series; (c) without the affirmative vote or
consent of the holders of at least a majority of all the shares of Preferred
Stock at the time outstanding, (i) increase the authorized number of shares of
Preferred Stock or (ii) increase the authorized number of shares of any class of
stock ranking on a parity with the Preferred Stock.

         Whenever, at any time or times, dividends payable on shares of
Preferred Stock shall be in default in an aggregate amount equivalent to six
full quarterly dividends on any series of Preferred Stock at the time
outstanding, the number of directors then constituting the Board of

<PAGE>

Directors of the corporation shall ipso facto be increased by two, and the
outstanding shares of Preferred Stock shall, in addition to any other voting
rights, have the exclusive right, voting separately as a class and without
regard to series, to elect two directors of the corporation to fill such newly
created directorships and such right shall continue until such time as all
dividends accumulated on all shares of Preferred Stock to the latest dividend
payment date shall have been paid or declared and set apart for payment.

         No holder of shares of Preferred Stock of any series, irrespective of
any voting or other right of shares of such series, shall have, as such holder,
any preemptive right to purchase any other shares of the corporation or any
securities convertible into or entitling the holder to purchase such other
shares.

         If in any case the amounts payable with respect to any requirements to
retire shares of Preferred Stock are not paid in full in the case of all series
with respect to which such requirements exist, the number of shares to be
retired in each series shall be in proportion to the respective amounts which
would be payable on account of such requirements if all amounts payable were
paid in full.

                                      ****

                  FOURTH: The manner in which the foregoing amendment of said
         Certificate of Incorporation of the corporation was authorized was by
         the vote of the holders of a majority of all outstanding shares of the
         corporation entitled to vote thereon at a meeting of shareholders,
         subsequent to the unanimous vote of the Board of Directors.

<PAGE>

         IN WITNESS WHEREOF, we have subscribed this document on March 9, 1999
and do hereby affirm, under the penalties of perjury, that the statements
contained herein have been examined by us and are true and correct.

                                       By: /s/ Marilyn J. Wasser
                                           -----------------------
                                           Name: Marilyn J. Wasser
                                           Title: Vice President

                                       By: /s/ Robert S. Feit
                                           --------------------------
                                           Name: Robert S. Feit
                                           Title: Assistant Secretary

<PAGE>

          CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION
        UNDER SECTION 805 OF THE NEW YORK STATE BUSINESS CORPORATION LAW

         We, the undersigned, being a Vice President and an Assistant Secretary
respectively, of AT&T Corp., do hereby certify as follows:

                  FIRST: The name of the corporation is AT&T Corp.

                  SECOND: The Certificate of Incorporation of the corporation
         was filed by the Department of State on March 3, 1885 under the name
         American Telephone and Telegraph Company.

                  THIRD: (a) The Certificate of Incorporation of the corporation
         is hereby amended to create one new class of common stock, AT&T
         Wireless Group common stock, having the number, designation, relative
         rights, preferences, and limitations as set forth herein.

         (b) To effect the foregoing, Article THIRD is hereby amended as set
forth below:

PART A OF ARTICLE THIRD IS HEREBY AMENDED TO READ IN ITS ENTIRETY AS FOLLOWS:

PART A - AUTHORIZED SHARES

         The aggregate number of shares which the corporation is authorized to
issue is fourteen billion eight hundred fifty million (14,850,000,000) shares,
consisting of one hundred million (100,000,000) preferred shares having a par
value of $1.00 per share ("Preferred Stock") and fourteen billion seven hundred
fifty million (14,750,000,000) common shares, of which six billion
(6,000,000,000) common shares shall be Common Stock having a par value of $1.00
per share ("Common Stock"), two billion five hundred million (2,500,000,000)
common shares shall be Class A Liberty Media Group Common Stock having a par
value of $1.00 per share ("Class A Liberty Media Group Common Stock"), two
hundred fifty million (250,000,000) common shares shall be Class B Liberty Media
Group Common Stock having a par value of $1.00 per share ("Class B Liberty Media
Group Common Stock") and six billion (6,000,000,000) common shares shall be
Wireless Group Common Stock having a par value of $1.00 per share ("Wireless
Group Common Stock"). The Class A Liberty Media Group Common Stock and the Class
B Liberty Media Group Common Stock are collectively referred to herein as the
"Liberty Media Group Common Stock".

         The authorized shares of Class B Liberty Media Group Common Stock will
only be issued (i) pursuant to the Agreement and Plan of Restructuring and
Merger, dated June 23, 1998 (the "Merger Agreement"), among Tele-Communications,
Inc., Italy Merger Corp. and the corporation, (ii) upon conversion, exercise or
exchange of Pre-Merger Convertible Securities (as defined in paragraph 9 of Part
B of this Article Third), (iii) in a subdivision (by stock split or otherwise)
of outstanding shares of Class B Liberty Media Group Common Stock, or (iv) as a
stock dividend or share distribution (as defined in paragraph 4 of Part B of
this Article Third).

<PAGE>

         Part B of Article THIRD shall remain unchanged. Part C of Article THIRD
is hereby redesignated as Part D of Article THIRD and shall otherwise remain
unchanged, and a new Part C shall be added to Article THIRD, so that Part C of
Article THIRD shall read in its entirety as follows:

PART C - WIRELESS GROUP COMMON STOCK

1.  Voting Rights.

         (a) Subject to the following two sentences and to paragraph 1(c) of
this Part C of this Article Third, holders of Wireless Group Common Stock shall
be entitled to a number of votes or fraction of a vote for each share of such
stock held (calculated to the nearest 1/10), on all matters presented to such
shareholders, the numerator of which shall be the price per share of Wireless
Group Common Stock used in the initial public offering of Wireless Group Common
Stock and the denominator of which shall be the average daily Market Value of a
share of Common Stock during the 10-Trading Day period ending on the 20th
Trading Day prior to the effective date of the registration statement for such
initial public offering. In the event that AT&T Wireless Group tracking stock is
first distributed without an initial public offering, holders of Wireless Group
Common Stock shall be entitled to a number of votes or fraction of a vote for
each share of such stock held (calculated to the nearest 1/10), on all matters
presented to such shareholders, the numerator of which shall be the average
daily Market Value of a share of Wireless Group Common Stock during the
10-Trading Day period beginning on the 20th Trading Day following such initial
distribution and the denominator of which shall be the average daily Market
Value of a share of Common Stock during the 10-Trading Day period beginning on
the 20th Trading Day following such initial distribution. Notwithstanding the
foregoing, if the fraction resulting from the applicable formula set forth in
the preceding two sentences is greater than 0.8 and less than 1.2, holders of
Wireless Group Common Stock shall be entitled to one vote for each share of such
stock held, and if the fraction resulting from the applicable formula set forth
in the preceding two sentences is greater than 0.4 and less than 0.6, holders of
Wireless Group Common Stock shall be entitled to one-half of a vote for each
share of such stock held, in each case on all matters presented to such
shareholders.

         (b) Except as may otherwise be required by the laws of the State of New
York or, with respect to additional or special voting rights (which may include,
without limitation, rights of any such holders of any such class or series to
elect one or more directors voting separately as a class) of any class or series
of Preferred Stock or any other class of common shares, in this Certificate of
Incorporation of the corporation, as the same may be amended from time to time
(this "Certificate") (including the terms of the Liberty Media Group Common
Stock, any class or series of Preferred Stock and any resolution or resolutions
providing for the establishment of such class or series pursuant to authority
vested in the Board of Directors by this Certificate and the terms of any other
class of common shares), the holders of shares of Common Stock, the holders of
shares of Wireless Group Common Stock, the holders of shares of Class A Liberty
Media Group Common Stock, the holders of shares of Class B Liberty Media Group
Common Stock, the holders of shares of each other class of common shares, if
any, entitled to vote thereon, and the holders of shares of each class or series
of Preferred Stock, if any, entitled to vote thereon, shall vote as one class
with respect to all matters to be voted on by shareholders of the corporation,
and no separate vote or consent of the holders of shares of Common Stock, the
holders of shares of Wireless Group Common Stock,

<PAGE>

the holders of shares of Class A Liberty Media Group Common Stock, the holders
of shares of Class B Liberty Media Group Common Stock or the holders of shares
of any such class of common shares or any such class or series of Preferred
Stock shall be required for the approval of any such matter, except, in the case
of Liberty Media Group Common Stock, under the circumstances described in
paragraph 1(b) of Part B of this Article Third.

         (c) If the corporation shall in any manner subdivide (by stock split or
otherwise) or combine (by reverse stock split or otherwise) the outstanding
shares of Common Stock, Wireless Group Common Stock or Liberty Media Group
Common Stock, or pay a stock dividend in shares of any class to holders of that
class or shall otherwise effect a share distribution (as defined in paragraph 3
of this Part C of this Article Third) of Common Stock, Wireless Group Common
Stock or Liberty Media Group Common Stock, the per share voting rights of Common
Stock and Liberty Media Group Common Stock specified in paragraph 1(a) of Part B
of this Article Third and/or the per share voting rights of Wireless Group
Common Stock specified in paragraph 1(a) of this Part C of this Article Third
shall be appropriately adjusted so as to avoid any dilution in the aggregate
voting rights of any one class relative to the other classes.

2.  Dividends.

         (a) DIVIDENDS ON COMMON STOCK. Dividends on Common Stock may be
declared and paid only to the extent of (i) the assets of the corporation
legally available therefor minus (ii) the sum of (A) the Liberty Media Group
Available Dividend Amount (as defined in paragraph 9 of Part B of this Article
Third), and (B) the Wireless Group Available Dividend Amount (such amount
available for the payment of dividends on Common Stock is referred to in this
Part C of this Article Third as the "Common Stock Available Dividend
Amount(W)").

         (b) DIVIDENDS ON WIRELESS GROUP COMMON STOCK. Dividends on Wireless
Group Common Stock may be declared and paid only out of the lesser of (i) the
excess, if any, of (A) the assets of the corporation legally available therefor,
over (B) the Liberty Media Group Available Dividend Amount, and (ii) the
Wireless Group Available Dividend Amount. Concurrently with the payment of any
dividend on shares of Wireless Group Common Stock, at the election of the Board
of Directors, either (x) the Common Stock Group(W) shall receive from the
Wireless Group an aggregate payment of the same kind of cash and/or property
that is the subject of such dividend, which payment shall be equal to the
excess, if any, of (i) the quotient obtained by dividing (A) the aggregate
amount of such dividend, as determined by the Board of Directors, by (B) the
Wireless Group Allocation Fraction, over (ii) the aggregate amount of such
dividend, as so determined, or (y) the Wireless Group Allocation Fraction will
be adjusted as described in paragraph 9 of this Part C of this Article Third.
The payment to be made to the Common Stock Group(W) pursuant to the preceding
sentence may, at the discretion of the Board of Directors, be reflected by an
allocation or by a direct transfer of cash or other property.

         (c) DISCRIMINATION BETWEEN OR AMONG CLASSES OF COMMON SHARES. The Board
of Directors, subject to the provisions of paragraphs 2(a) and 2(b) of this Part
C of this Article Third and paragraph 3(b) of Part B of this Article Third,
shall have the sole authority and discretion to declare and pay dividends (or to
refrain from declaring or paying the same) exclusively to the holders of Common
Stock, exclusively to the holders of Wireless Group Common Stock, exclusively to
the holders of Liberty Media Group Common Stock, exclusively to the holders of
any

<PAGE>

other class of common shares or to the holders of any two or more of such
classes in equal or unequal amounts, notwithstanding the relationship between
the Common Stock Available Dividend Amount(W), the Wireless Group Available
Dividend Amount and the Liberty Media Group Available Dividend Amount, the
respective amounts of prior dividends declared on, or the liquidation rights of,
Common Stock, Wireless Group Common Stock, Class A Liberty Media Group Common
Stock and Class B Liberty Media Group Common Stock, or any other factor.

3.  Share Distributions.

         Subject to the provisions of paragraph 4 of Part B of this Article
Third, the corporation may declare and pay a distribution consisting of shares
of Common Stock, Wireless Group Common Stock or any other securities of the
corporation or any other Person (hereinafter sometimes called a "share
distribution") to holders of Common Stock or Wireless Group Common Stock only in
accordance with this paragraph 3 of this Part C of this Article Third.

         (a) DISTRIBUTIONS ON COMMON STOCK OR WIRELESS GROUP COMMON STOCK.
Except as set forth in paragraph 4 of Part B of this Article Third, the
corporation may declare and pay a share distribution to holders of Common Stock,
Wireless Group Common Stock or any other class of common shares (other than
Liberty Media Group Common Stock) consisting of any securities of the
corporation, any Subsidiary of the corporation, or any other Person, including,
without limitation, a share distribution consisting of shares of any class or
series of Preferred Stock or shares of Common Stock, Wireless Group Common Stock
or any other class of common shares (other than Liberty Media Group Common
Stock) (or Convertible Securities convertible into or exercisable or
exchangeable for shares of any class or series of Preferred Stock or shares of
Common Stock, Wireless Group Common Stock or any other class of common shares
(other than Liberty Media Group Common Stock)).

         Concurrently with the making of any share distribution with respect to
Wireless Group Common Stock, at the election of the Board of Directors, either
(x) the Common Stock Group(W) shall receive from the Wireless Group an aggregate
payment of the same kind of property that is the subject of such distribution,
which payment shall be equal to the excess, if any, of (i) the quotient obtained
by dividing (A) the aggregate amount of such distribution, as determined by the
Board of Directors, by (B) the Wireless Group Allocation Fraction, over (ii) the
aggregate amount of such dividend, as so determined, or (y) the Wireless Group
Allocation Fraction shall be adjusted as described in paragraph 9 of this Part C
of this Article Third. Any payment to be made to the Common Stock Group(W)
pursuant to the preceding sentence may, at the discretion of the Board of
Directors, be reflected by an allocation or by a direct transfer of cash or
other property.

         (b) DISCRIMINATION BETWEEN OR AMONG CLASSES OF COMMON SHARES. The Board
of Directors, subject to the foregoing provisions of this paragraph 3 of this
Part C of this Article Third and the provisions of paragraph 4 of Part B of this
Article Third, shall have the sole authority and discretion to declare and pay
(or to refrain from declaring or paying) share distributions exclusively to
holders of Common Stock, exclusively to holders of Wireless Group Common Stock,
exclusively to holders of Liberty Media Group Common Stock, exclusively to the
holders of any other class of common shares or to holders of any two or more of
such classes in equal or unequal amounts, notwithstanding the relationship
between the Common Stock Available Dividend Amount(W), the Wireless Group
Available Dividend Amount and the Liberty Media Group Available Dividend

<PAGE>

Amount, the respective amounts of prior share distributions declared on, or the
liquidation rights of, Common Stock, Wireless Group Common Stock, Class A
Liberty Media Group Common Stock and Class B Liberty Media Group Common Stock or
any other factor.

<PAGE>

4.  Exchange of Wireless Group Common Stock.

         (a) EXCHANGE AT OPTION OF BOARD OF DIRECTORS. At any time following
either the occurrence of a Tax Event or the second anniversary of the date of
initial issuance of any shares of Wireless Group Common Stock (the "Initial
Issuance Date"), the Board of Directors, in its sole discretion, may, at any
time, effect a recapitalization of the corporation (a "Board Required Exchange")
by declaring that all of the outstanding shares of Wireless Group Common Stock
shall be exchanged for fully paid and nonassessable shares of Common Stock in
accordance with the Exchange Rate. In addition, at any time following the
Initial Issuance Date, so long as all of the assets and liabilities included in
the Wireless Group are held, directly or indirectly, by one or more Qualifying
Subsidiaries of the corporation (which shall not include any Subsidiary that is
a part of the Liberty Media Group as defined in paragraph 9 of Part B of this
Article Third) that hold no other material assets or liabilities (the "Wireless
Group Subsidiaries"), the Board of Directors may, subject to the availability of
assets of the corporation legally available therefor, effect a Board Required
Exchange by exchanging, on a pro rata basis, all of the outstanding shares of
Wireless Group Common Stock in exchange for an aggregate number of outstanding
fully paid and nonassessable shares of common stock of such Wireless Group
Subsidiary or Subsidiaries at the applicable Exchange Rate, provided that no
such exchange may occur unless the exchange is tax free to the holders of
Wireless Group Common Stock (except with respect to any cash received by such
holders in lieu of fractional shares). For purposes of this paragraph 4 of this
Part C of this Article Third, the term "Exchange Shares" shall mean the shares
of Common Stock or shares of the one or more Wireless Group Subsidiaries, as the
case may be, into which shares of Wireless Group Common Stock may be exchanged
pursuant to a Board Required Exchange.

         (b) EXCHANGE IN CONNECTION WITH CERTAIN SIGNIFICANT TRANSACTIONS. In
the event of a Disposition other than a Wireless Group Related Business
Transaction by the corporation in a transaction or series of related
transactions of all or substantially all of the properties and assets (as
defined below) of the Wireless Group to any Person(s) or group(s) of which the
corporation is not a majority owner (whether by merger, consolidation, sale of
assets or stock, liquidation, dissolution, winding up or otherwise) (a
"Significant Transaction"), effective upon the consummation of such sale,
transfer, assignment or other disposition and automatically without any action
on the part of the corporation or the Board of Directors or on the part of the
holders of shares of Wireless Group Common Stock, the corporation shall be
recapitalized (a "Significant Transaction Exchange") by exchanging all
outstanding shares of Wireless Group Common Stock for, at the sole discretion of
the Board of Directors, either (i) fully paid and nonassessable shares of Common
Stock at the Exchange Rate or (ii) other consideration, as described in
paragraph 4(c) of this Part C of this Article Third. Notwithstanding the
preceding sentence, the corporation shall be under no obligation to effect a
Significant Transaction Exchange that it might otherwise be required to effect
pursuant to such sentence (and the Exchange Rate shall not apply) if (i) the
underlying Significant Transaction is conditioned upon the affirmative vote of a
majority of the holders of Wireless Group Common Stock, voting as a separate
class, (ii) in connection with a spin-off or similar disposition of the
corporation's entire interest in the Wireless Group to the holders of Wireless
Group Common Stock, including any such disposition that is made in connection
with a Board Required Exchange, or (iii) in connection with the liquidation,
dissolution or winding up of the corporation, whether voluntary or involuntary.

         (c) ALTERNATE CONSIDERATION IN CONNECTION WITH SIGNIFICANT TRANSACTION
EXCHANGE. In

<PAGE>

connection with any Significant Transaction Exchange, the corporation may, at
the sole discretion of the Board of Directors, (i) in lieu of issuing shares of
Common Stock in exchange for shares of Wireless Group Common Stock, either (x)
subject to the limitations described in paragraph 2(b) of this Part C of this
Article Third and to the other provisions described in this paragraph 4(c) of
this Part C of this Article Third, declare and pay a dividend in cash and/or in
securities or other property (determined as provided below) to holders of the
outstanding shares of Wireless Group Common Stock equally on a share for share
basis in an aggregate amount equal to the Wireless Group Net Proceeds of such
Significant Transaction; or (y) provided that there are assets of the
corporation legally available therefor and to the extent the Wireless Group
Available Dividend Amount would have been sufficient to pay a dividend in lieu
thereof as described in clause (x) of this paragraph 4(c) of this Part C of this
Article Third, then (A) if such Significant Transaction involves the Disposition
of all (not merely substantially all) of the properties and assets of the
Wireless Group, redeem all outstanding shares of Wireless Group Common Stock in
exchange for cash and/or securities or other property (determined as provided
below) in an aggregate amount equal to the Wireless Group Net Proceeds; or (B)
if such Significant Transaction involves the Disposition of substantially all
(but not all) of the properties and assets of the Wireless Group, apply an
aggregate amount of cash and/or securities or other property (determined as
provided below) equal to the Wireless Group Net Proceeds to the redemption of
outstanding shares of Wireless Group Common Stock, the number of shares to be
redeemed to equal the lesser of (1) the whole number nearest the number
determined by dividing the aggregate amount so allocated to the redemption of
Wireless Group Common Stock by the average Market Value of one share of Wireless
Group Common Stock during the 10-Trading Day period beginning on the 15th
Trading Day following the consummation of such Disposition, and (2) the number
of shares of Wireless Group Common Stock outstanding, and (ii) in lieu of
issuing solely shares of Common Stock in exchange for shares of Wireless Group
Common Stock, subject to the limitations described in paragraph 2(b) of this
Part C of this Article Third and to the other provisions described in paragraph
4(c) of this Part C of this Article Third, combine the issuance of shares of
Common Stock in exchange for shares of Wireless Group Common Stock with the
payment of a dividend on or the redemption of shares of Wireless Group Common
Stock for cash and/or other securities or other property as described below.

         In the event that the Board of Directors elects the option described in
(ii) of the preceding paragraph, the outstanding shares of Wireless Group Common
Stock exchanged for fully paid and nonassessable shares of Common Stock shall be
exchanged at the Exchange Rate and a dividend shall be paid on all the remaining
shares of Wireless Group Common Stock equally on a share for share basis, or
some or all of the remaining outstanding shares of Wireless Group Common Stock
shall be exchanged for cash and/or other securities or other property, as
follows. The aggregate amount of such dividend, in the case of a dividend, or
the portion of the Wireless Group Net Proceeds to be applied to such an
exchange, in the case of an exchange, shall equal (A) an amount equal to the
total Wireless Group Net Proceeds multiplied by (B) one minus a fraction, the
numerator of which shall be the number of shares of Wireless Group Common Stock
exchanged for shares of Common Stock and the denominator of which shall be the
total number of outstanding shares of Wireless Group Common Stock. In the event
of an exchange, if the Significant Transaction involves the Disposition of all
(not merely substantially all) of the properties and assets of the Wireless
Group, then all remaining outstanding shares of Wireless Group Common Stock will
be redeemed in exchange for cash and/or securities or other property in an
aggregate amount equal to the portion of the Wireless Group Net Proceeds to be
applied to the exchange. If the Significant Transaction involves the Disposition
of substantially all (but not all) of the properties

<PAGE>

and assets of the Wireless Group, then the portion of the Wireless Group Net
Proceeds to be applied to the exchange will be used to redeem a number of shares
equal to the lesser of (1) the whole number nearest the number determined by
dividing the aggregate amount so allocated to the redemption of Wireless Group
Common Stock by the average Market Value of one share of Wireless Group Common
Stock during the 10-Trading Day period beginning on the 15th Trading Day
following consummation of the Disposition, and (2) the number of shares of
Wireless Group Common Stock outstanding.

         For purposes of this paragraph 4 of this Part C of this Article Third,
in the case of a Significant Transaction involving a Disposition of properties
and assets in a series of related transactions, such Disposition shall not be
deemed to have been consummated until the consummation of the last of such
transactions. Any exchange described in this paragraph 4 of this Part C of this
Article Third shall be effected in accordance with the applicable provisions set
forth in paragraph 5 of this Part C of this Article Third. In the event that, at
the time of any Significant Transaction, there are outstanding any Convertible
Securities convertible into or exercisable for shares of Wireless Group Common
Stock that would give the holders rights to receive any dividend or exchange
consideration related to the Significant Transaction upon exercise, conversion
or otherwise, or would adjust as a result of such dividend or exchange to give
the holder equivalent economic rights, then the shares of Wireless Group Common
Stock underlying such Convertible Securities will be taken into account for
purposes of determining the terms of any dividend payment or exchange effected
in lieu of a Significant Transaction Exchange.

         (d) PAYMENT TO COMMON STOCK GROUP(W). Concurrently with the payment of
any dividend referred to in paragraph 4(c) of this Part C of this Article Third,
at the election of the Board of Directors, either (A) the Common Stock Group(W)
shall receive from the Wireless Group an aggregate payment of the same kind of
property that is the subject of such dividend, which payment shall be equal to
the excess of (i) the quotient obtained by dividing (x) the aggregate amount of
such dividend, as determined by the Board of Directors, by (y) the Wireless
Group Allocation Fraction, over (ii) the aggregate amount of such dividend, as
so determined, or (B) the Wireless Group Allocation Fraction will be adjusted as
described in paragraph 9 of this Part C of this Article Third. Any payment to be
made to the Common Stock Group(W) pursuant to the preceding sentence may, at the
discretion of the Board of Directors, be reflected by an allocation or by a
direct transfer of cash or other property.

         (e) EXCHANGE RATE. For purposes of this paragraph 4 of this Part C of
this Article Third, the term "Exchange Rate" shall mean the number of Exchange
Shares for which each share of Wireless Group Common Stock shall be exchangeable
pursuant to a Board Required Exchange or a Significant Transaction Exchange,
determined as follows. If the shares of Wireless Group Common Stock are to be
exchanged for shares of Common Stock, each share of Wireless Group Common Stock
shall be exchangeable for such number of shares of Common Stock (calculated to
the nearest 1/10,000), subject to paragraph 5 below, equal to 110% of the ratio
of the Average Market Price Per Share of such Wireless Group Common Stock to the
Average Market Price Per Share of Common Stock. For purposes of computing the
Exchange Rate, the "Average Market Price Per Share" of Common Stock or Wireless
Group Common Stock, as the case may be, shall mean (i) in the case of a Board
Required Exchange, the average of the daily Market Value per share for such
Common Stock or Wireless Group Common Stock for the 40 consecutive Trading Days
ending on the 15th Trading Day prior to the date an Exchange Notice is mailed,
or (ii) in the case of a Significant

<PAGE>

Transaction Exchange, the average of the daily Market Value per share for such
Common Stock or Wireless Group Common Stock for the 10 consecutive Trading Days
beginning on the 15th Trading Day following consummation of the Significant
Transaction. If the shares of Wireless Group Common Stock are to be exchanged
for shares of one or more Wireless Group Subsidiaries, such shares of Wireless
Group Common Stock shall be exchanged, on a pro rata basis, for an aggregate
number of outstanding fully paid and nonassessable shares of common stock of
each such Wireless Group Subsidiary equal to the number of outstanding shares of
common stock of such Subsidiary held by the corporation multiplied by the
Wireless Group Allocation Fraction and, if the Board of Directors so determines,
the remaining shares of such Subsidiary shall be distributed on a pro rata basis
to the holders of shares of Common Stock (or shares of Common Stock shall be
exchanged for such remaining shares of such Subsidiary); provided that no such
distribution (or mandatory exchange) may occur unless the distribution (or
mandatory exchange) is tax free to the holders of Common Stock (except with
respect to any cash received by such holders in lieu of fractional shares). If
at the time of such an exchange for shares of one or more Wireless Group
Subsidiaries, there are outstanding any Convertible Securities convertible into
or exercisable for shares of Wireless Group Common Stock that would become
exercisable or convertible for shares of one or more Wireless Group Subsidiaries
as a result of such exchange, and the obligation to issue such shares under such
options, warrants, convertible securities or similar rights is not assumed or
otherwise provided for by one or more Wireless Group Subsidiaries, then the
shares of Wireless Group Common Stock underlying such Convertible Securities
will be taken into account for purposes of determining the Exchange Rate for
such exchange.

         For purposes of this Paragraph 4 of this Part C of this Article Third,
"substantially all of the properties and assets" of the Wireless Group as of any
date shall mean a portion of such properties and assets that represents at least
80% of the Fair Value of the properties and assets attributed to the Wireless
Group as of such date.

5.  Certain Procedures Relating to Exchanges.

         (a) The Board of Directors may, in its sole discretion, elect to issue
fractional Exchange Shares in connection with an exchange or to make a cash
payment in lieu of fractional shares, as described below. If the Board of
Directors elects not to issue fractional Exchange Shares, then no such
fractional shares shall be issued in connection with the exchange of shares of
Wireless Group Common Stock into Exchange Shares, and, in lieu thereof, each
holder of Wireless Group Common Stock who would otherwise be entitled to a
fractional interest of an Exchange Share shall, upon surrender of such holder's
certificate or certificates representing shares of Wireless Group Common Stock,
receive a cash payment (without interest) (the "Fractional Payment") equal to
(i) in the case of an exchange for shares of Common Stock, the product resulting
from multiplying (A) the fraction of a share of Common Stock to which such
holder would otherwise have been entitled by (B) the Average Market Price Per
Share of Common Stock on the Exchange Date, or (ii) in the case of an exchange
for shares of one or more Wireless Group Subsidiaries, such value as is
determined by the Board of Directors.

         (b) No adjustments in respect of dividends shall be made upon the
exchange of any shares of Wireless Group Common Stock; provided, however, that,
if the Exchange Date with respect to Wireless Group Common Stock shall be
subsequent to the record date for the payment of a dividend or other
distribution thereon or with respect thereto but prior to the payment or
distribution

<PAGE>

thereof, the registered holders of such shares at the close of business on such
record date shall be entitled to receive the dividend or other distribution
payable on such shares on the date set for payment of such dividend or other
distribution, notwithstanding the exchange of such shares or the corporation's
default in payment of the dividend or distribution due on such date.

         (c) At such time or times as the corporation exercises its right to
cause a Board Required Exchange, and at the time of any Significant Transaction
Exchange, the corporation shall give notice of such exchange to the holders of
Wireless Group Common Stock whose shares are to be exchanged, by mailing by
first-class mail a notice of such exchange (an "Exchange Notice"), in the case
of an exchange at the discretion of the Board of Directors, not less than 30 nor
more than 60 days prior to the date fixed for such exchange (the "Exchange
Date"), and, in the case of any other required exchange, as soon as practicable
before or after the Exchange Date, in either case, to their last addresses as
they appear upon the corporation's books. Each such Exchange Notice shall
specify the Exchange Date and the Exchange Rate applicable to such exchange, and
shall state that issuance of certificates representing the applicable type of
Exchange Shares to be received upon exchange of shares of Wireless Group Common
Stock shall be upon surrender of certificates representing such shares of
Wireless Group Common Stock.

         (d) Before any holder of shares of Wireless Group Common Stock shall be
entitled to receive certificates representing such Exchange Shares, such holder
must surrender, at such office as the corporation shall specify, certificates
for such shares of Wireless Group Common Stock duly endorsed to the corporation
or in blank or accompanied by proper instruments of transfer to the Corporation
or in blank, unless the corporation shall waive such requirement. The
corporation shall, as soon as practicable after such surrender of certificates
representing such shares of Wireless Group Common Stock, issue and deliver, at
the office of the transfer agent representing Exchange Shares, to the holder for
whose account such shares of Wireless Group Common Stock were so surrendered, or
to such holder's nominee or nominees, certificates representing the number of
Exchange Shares to which such holder shall be entitled, together with the
Fractional Payment, if any.

         (e) From and after any Exchange Date, all rights of a holder of shares
of Wireless Group Common Stock shall cease except for the right, upon surrender
of the certificates representing such shares of Wireless Group Common Stock, to
receive certificates representing Exchange Shares together with a Fractional
Payment, if any, as described in paragraphs 5(a) and 5(d) of this Part C of this
Article Third and rights to dividends as described in paragraph 5(b) of this
Part C of this Article Third. No holder of a certificate that immediately prior
to the applicable Exchange Date represented shares of Wireless Group Common
Stock shall be entitled to receive any dividend or other distribution with
respect to Exchange Shares until surrender of such holder's certificate for a
certificate or certificates representing Exchange Shares. Upon surrender, the
holder shall receive the amount of any dividends or other distributions (without
interest) that were payable with respect to a record date after the Exchange
Date, but that were not paid by reason of the foregoing with respect to the
number of Exchange Shares represented by the certificate or certificates issued
upon such surrender. From and after an Exchange Date applicable to Wireless
Group Common Stock, the corporation shall, however, be entitled to treat
certificates for Wireless Group Common Stock that have not yet been surrendered
for exchange as evidencing the ownership of the number of Exchange Shares for
which the shares of Wireless Group Common Stock represented by such certificates
have been exchanged, notwithstanding the failure to surrender such certificates.

<PAGE>

         (f) If any certificate for Exchange Shares is to be issued in a name
other than that in which the certificate representing shares of Wireless Group
Common Stock surrendered in exchange therefor is registered, it shall be a
condition of such issuance that the person requesting the issuance pays any
transfer or other taxes required by reason of the issuance of certificates for
such Exchange Shares in a name other than that of the record holder of the
certificate surrendered, or establishes, to the satisfaction of the corporation
or its agent, that such tax has been paid or is not applicable. Under no
circumstances shall the corporation be liable to a holder of shares of Wireless
Group Common Stock for any Exchange Shares or dividends or distributions thereon
delivered to a public official pursuant to any applicable abandoned property,
escheat or similar law.

         (g) At the time an Exchange Notice is delivered with respect to any
shares of Wireless Group Common Stock, or at the time of the Exchange Date, if
earlier, the corporation shall have reserved and kept available, solely for the
purpose of issuance upon exchange of the outstanding shares of Wireless Group
Common Stock, such number of Exchange Shares as shall be issuable upon the
exchange of the number of shares of Wireless Group Common Stock specified or to
be specified in the applicable Exchange Notice, provided that the corporation
shall not under any circumstances be precluded from satisfying its obligation in
respect of the exchange of the outstanding shares of Wireless Group Common Stock
by delivery of purchased Exchange Shares that are held in the treasury of the
corporation.

6.  Liquidation.

         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 other liabilities of the corporation and subject to the
prior payment in full of the preferential amounts to which any class or series
of Preferred Stock is entitled, (a) as provided in paragraph 6 of Part B of this
Article Third, the holders of the shares of Class A Liberty Media Group Common
Stock and the holders of the shares of Class B Liberty Media Group Common Stock
shall share equally, on a share for share basis, in a percentage of the funds of
the corporation remaining for distribution to its common shareholders equal to
100% multiplied by the average daily ratio (expressed as a decimal) of Y/Z for
the 20-Trading Day period ending on the Trading Day prior to the date of the
public announcement of such liquidation, dissolution or winding up, (b) the
holders of the shares of Common Stock shall share in the aggregate in a
percentage of the funds of the corporation remaining for distribution to its
common shareholders equal to 100% multiplied by the average daily ratio
(expressed as a decimal) of X/Z for such 20-Trading Day period, (c) the holders
of the shares of Wireless Group Common Stock shall share in the aggregate in a
percentage of the funds of the corporation remaining for distribution to its
common shareholders equal to 100% multiplied by the average daily ratio
(expressed as a decimal) of W/Z for such 20-Trading Day period, and (d) if
applicable, the holders of the shares of any other class of common shares of the
corporation (other than Common Stock, Wireless Group Common Stock or Liberty
Media Group Common Stock), on the basis that may be set forth in this
Certificate with respect to any such shares, shall share in the aggregate in a
percentage of the funds of the corporation remaining for distribution to its
common shareholders equal to 100% multiplied by the average daily ratio
(expressed as a decimal) of V/Z for such 20-Trading Day period, where Y is the
aggregate Market Capitalization of the Class A Liberty Media Group Common Stock
and the Class B Liberty Media Group Common Stock, X is the aggregate Market
Capitalization of the Common Stock, W is the aggregate Market

<PAGE>

Capitalization of the Wireless Group Common Stock, V is the aggregate Market
Capitalization, if applicable, of any other class of common shares (other than
Common Stock, Liberty Media Group Common Stock and Wireless Group Common Stock),
and Z is the aggregate Market Capitalization of (i) the Class A Liberty Media
Group Common Stock and the Class B Liberty Media Group Common Stock, (ii) the
Common Stock, (iii) the Wireless Group Common Stock and (iv) any other class of
common shares of the corporation (other than Common Stock, Liberty Media Group
Common Stock and Wireless Group Common Stock). Neither the consolidation or
merger of the corporation with or into any other corporation or corporations 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 6 of this Part C of
this Article Third. Notwithstanding the foregoing, any transaction or series of
related transactions that results in all of the assets and liabilities included
in the Wireless Group being held by one or more Wireless Group Subsidiaries, and
the distribution of some or all of the shares of such Wireless Group
Subsidiaries (and no other material assets or liabilities) to the holders of the
outstanding Wireless Group Common Stock shall not constitute a voluntary or
involuntary liquidation, dissolution or winding up of the corporation for
purposes of this paragraph 6 of this Part C of this Article Third, but shall be
subject to paragraph 4 of this Part C of this Article Third. Notwithstanding the
foregoing, any transaction or series of related transactions that results in all
of the assets and liabilities included in the Liberty Media Group being held by
one or more Liberty Media Group Subsidiaries (as defined in paragraph 5(a) of
Part B of this Article Third), and the distribution of such Liberty Media Group
Subsidiaries (and no other material assets or liabilities) to the holders of the
outstanding Liberty Media Group Common Stock shall not constitute a voluntary or
involuntary liquidation, dissolution or winding up of the corporation for
purposes of this paragraph 6 of this Part C of this Article Third, but shall be
subject to paragraph 5(a) of Part B of this Article Third.

7.  Determinations by the Board of Directors.

         Any determinations made by the Board of Directors under any provision
of this Part C of this Article Third shall be final and binding on all
shareholders of the corporation, except as may otherwise be required by law. The
corporation shall prepare a statement of any determination by the Board of
Directors, respecting the fair market value of any properties, assets or
securities, and shall file such statement with the Secretary of the corporation.

8.  Adjustment of the Wireless Group Allocation Fraction.

         (a) The denominator of the Wireless Group Allocation Fraction shall be
adjusted from time to time as deemed appropriate by the Board of Directors (i)
to reflect subdivisions (by stock split or otherwise) and combinations (by
reverse stock split or otherwise) of Wireless Group Common Stock and stock
dividends payable in shares of Wireless Group Common Stock, (ii) to reflect the
fair market value of contributions or allocations by the corporation of cash or
property or other assets or liabilities from the Common Stock Group(W) to the
Wireless Group (or vice versa), or of cash or property or other assets or
liabilities of the Common Stock Group(W) to, or for the benefit of, employees of
the Wireless Group in connection with employee benefit plans or arrangements of
the corporation or any of its subsidiaries (or vice versa), (iii) to reflect the
number of shares of capital stock of the corporation contributed to, or for the
benefit of, employees of the Wireless Group in connection with benefit plans or
arrangements of the corporation or any of its

<PAGE>

Subsidiaries, (iv) to reflect repurchases by the corporation of shares of
Wireless Group Common Stock for the account of the Wireless Group, (v) to
reflect issuances of Wireless Group Common Stock for the account of the Wireless
Group, (vi) to reflect dividends or other distributions to holders of the
Wireless Group Common Stock to the extent no payment is made to the Common Stock
Group(W), and (vii) under such other circumstances as the Board of Directors
determines appropriate to reflect the economic substance of any other event or
circumstance, provided that, in each case, the adjustment shall be made in a
manner that is fair and equitable to holders of Common Stock and Wireless Group
Common Stock (and intended to reflect the relative deemed economic ownership
interest, if any, of the Common Stock Group(W) in the Wireless Group). Any
adjustment made by the Board of Directors pursuant to the preceding sentence
shall, subject to the foregoing, be at the sole discretion of the Board of
Directors, and all such determinations shall be final and binding on all
shareholders of the corporation. For purposes of this paragraph 8 of this Part C
of this Article Third, the consideration paid by the Common Stock Group(W) to
acquire any assets or other property or contributed or allocated to the Wireless
Group shall be presumed to be the "fair market value" as of its acquisition.

         (b) Without duplication of any adjustment pursuant to paragraph 8(a) of
this Part C of this Article Third, in the event that the corporation shall issue
shares of Wireless Group Common Stock for the account of the Wireless Group,
then the denominator of the Wireless Group Allocation Fraction shall be
increased by the number of shares of Wireless Group Common Stock so issued.

         (c) Without duplication of any adjustment pursuant to paragraph 8(a) of
this Part C of this Article Third, if, in connection with any share issuance
described in paragraph 8(b) of this Part C of this Article Third, or otherwise,
the corporation contributes or allocates cash or other property or assets from
the Common Stock Group(W) to the Wireless Group, the denominator of the Wireless
Group Allocation Fraction shall be increased (or further increased) by an amount
obtained by dividing (i) the fair market value of such cash, property or assets
(as determined by the Board of Directors) by (ii) the net per share offering
price of the Wireless Group Common Stock.

9.  CERTAIN DEFINITIONS.

         Unless the context otherwise requires, the terms defined in this
paragraph 9 of this Part C of this Article Third shall have, for all purposes of
this Part C of this Article Third, the meanings herein specified:

         "Common Stock Group(W)" shall mean, as of any date, the interest of the
corporation in all of the businesses in which the corporation is or has been
engaged, directly or indirectly (either itself or through direct or indirect
subsidiaries, affiliates, joint ventures or other investments or any of their
predecessors or successors), and the respective assets and liabilities of the
corporation therein, other than (a) the Wireless Group Allocated Portion of the
Wireless Group, and (b) any businesses, assets or liabilities of the Liberty
Media Group.

         "Convertible Securities" shall mean any securities of the corporation
(other than Liberty Media Group Common Stock) or any Subsidiary of the
corporation that are convertible into, exchangeable for or evidence the right to
purchase any shares of Common Stock, Wireless Group Common Stock or of any class
of Liberty Media Group Common Stock, whether upon conversion, exercise or
exchange, or pursuant to anti-dilution provisions of such securities or
otherwise.

<PAGE>

         "Disposition" shall mean the sale, transfer, assignment or other
disposition (whether by merger, consolidation, sale or contribution of assets or
stock, or otherwise) by the corporation (or its successors) or any of its
Subsidiaries or properties or assets. Disposition shall not include a merger,
consolidation, exchange of shares or other business combination transaction
involving the corporation in which the corporation (or its successors)
continues, immediately following such transaction, to hold the same, direct and
indirect, interest in the business, assets and liabilities comprising the
Wireless Group that it held immediately prior to such transaction (other than as
a result of any action by any Person included in the Wireless Group).

         "Fair Value" shall mean, in the case of equity securities or debt
securities of a class that has previously been publicly traded for a period of
at least three months, the Market Value thereof (if such Market Value, as so
defined, can be determined) or, in the case of an equity security or debt
security that has not been publicly traded for at least such period, means the
fair value per share of stock or per other unit of such other security, on a
fully distributed basis, as determined by an independent investment banking firm
experienced in the valuation of securities selected in good faith by the Board
of Directors; provided, however, that, in the case of property other than
securities, the "Fair Value" thereof shall be determined in good faith by the
Board of Directors based upon such appraisals or valuation reports of such
independent experts as the Board of Directors shall in good faith determine to
be appropriate in accordance with good business practice. Any such determination
of Fair Value shall be described in a statement filed with the records of the
actions of the Board of Directors.

         "Group" shall mean the Common Stock Group(W), the Liberty Media Group
or the Wireless Group.

         "Initial Issuance Date" shall mean the date of first issuance of any
shares of Wireless Group Common Stock.

         "Market Capitalization" of any class or series of capital stock of the
corporation on any Trading Day shall mean the product of (a) the Market Value of
one share of such class or series on such Trading Day and (b) the number of
shares of such class or series outstanding on such Trading Day.

         "Market Value" of any class or series of capital stock of the
corporation on any day shall mean the average of the high and low reported sales
prices regular way of a share of such class or series on such day (if such day
is a Trading Day, and, if such day is not a Trading Day, on the Trading Day
immediately preceding such day), or, in case no such reported sale takes place
on such Trading Day, the average of the reported closing bid and asked prices
regular way of a share of such class or series on such Trading Day, in either
case, on the New York Stock Exchange or, if the shares of such class or series
are not quoted on the New York Stock Exchange on such Trading Day, on the Nasdaq
National Market, or, if the shares of such class or series are not quoted on the
Nasdaq National Market on such Trading Day, the average of the closing bid and
asked prices of a share of such class or series in the over-the-counter market
on such Trading Day as furnished by any New York Stock Exchange member firm
selected from time to time by the corporation, or, if such closing bid and asked
prices are not made available by any such New York Stock Exchange member firm on
such Trading Day (including, without limitation, because such securities are not

<PAGE>

publicly held), the market value of a share of such class or series as
determined by the Board of Directors; provided that, for purposes of determining
the ratios set forth in paragraph 6 of this Part C of this Article Third, (a)
the "Market Value" of any share of Common Stock, Wireless Group Common Stock or
of any class of Liberty Media Group Common Stock on any day prior to the "ex"
date or any similar date for any dividend or distribution paid or to be paid
with respect to Common Stock, Wireless Group Common Stock or such class of
Liberty Media Group Common Stock, as applicable, shall be reduced by the fair
market value of the per share amount of such dividend or distribution as
determined by the Board of Directors, and (b) the "Market Value" of any share of
Common Stock, any share of Wireless Group Common Stock or of any class of
Liberty Media Group Common Stock on any day prior to (i) the effective date of
any subdivision (by stock split or otherwise) or combination (by reverse stock
split or otherwise) of outstanding shares of Common Stock, Wireless Group Common
Stock or of such class of Liberty Media Group Common Stock, as applicable, or
(ii) the "ex" date or any similar date for any dividend or distribution with
respect to the Common Stock, Wireless Group Common Stock or any such class of
Liberty Media Group Common Stock in shares of Common Stock, Wireless Group
Common Stock or such class of Liberty Media Group Common Stock, as applicable,
shall be appropriately adjusted to reflect such subdivision, combination,
dividend or distribution.

         "Person" shall mean any individual, corporation, partnership, limited
liability company, joint venture, association, joint stock company, trust,
unincorporated organization, government or agency or political subdivision
thereof, or other entity, whether acting in an individual, fiduciary or other
capacity.

         "Qualifying Subsidiary" of a Person shall mean a Subsidiary of such
Person in which such Person's ownership and voting interest is sufficient to
satisfy the ownership and voting requirements of the Internal Revenue Code of
1986, as amended, and the regulations thereunder, for a distribution of such
Person's interest in such Subsidiary to the holders of Wireless Group Common
Stock and, in the event that the Wireless Group Allocation Fraction is less than
one, the holders of Common Stock (or any such securities into which the Wireless
Group Common Stock or the Common Stock may have been converted, reclassified or
changed or for which they may have been exchanged), as the case may be, to be
tax free to such holders.

         "Subsidiary" shall mean, with respect to any Person, any corporation,
limited liability company or partnership 50% or more of whose outstanding voting
securities or membership or partnership interests, as the case may be, are,
directly or indirectly, owned by such Person.

         "Trading Day" shall mean each weekday other than any day on which any
relevant class or series of capital stock of the corporation is not available
for trading on the New York Stock Exchange or the Nasdaq National Market or in
the over-the-counter market.

         "Tax Event" shall mean receipt by the corporation of an opinion of tax
counsel of the corporation's choice, to the effect that, as a result of any
amendment to, clarification of, or change (including a prospective change) in,
the laws (or any interpretation or application of the laws) of the United States
or any political subdivision or taxing authority thereof or therein (including
enactment of any legislation and the publication of any judicial or regulatory
decision, determination or pronouncement) which amendment, clarification or
change is effective, announced, released, promulgated or issued on or after the
date of initial issuance of the Wireless Group Common Stock,

<PAGE>

regardless of whether such amendment, clarification or change is issued to or in
connection with a proceeding involving the corporation, the Common Stock
Group(W) or the Wireless Group and whether or not subject to appeal, there is
more than an insubstantial risk that:

                  (i) for tax purposes, any issuance of Wireless Group Common
         Stock would be treated as a sale or other taxable disposition by the
         corporation or any of its Subsidiaries of any of the assets, operations
         or relevant subsidiaries to which the Wireless Group Common Stock
         relates,

                  (ii) the existence of the Wireless Group Common Stock would
         subject the corporation, its Subsidiaries or affiliates, or any of
         their respective successors or shareholders to the imposition of tax or
         to other adverse tax consequences, or

                  (iii) for tax purposes, either Common Stock or Wireless Group
         Common Stock is not or, at any time in the future, will not be treated
         solely as common stock of the corporation.

         "Wireless Group" shall mean, as of any date that any shares of Wireless
Group Common Stock have been issued and continue to be outstanding, without
duplication, the direct or indirect interest of the corporation (either itself
or through direct or indirect subsidiaries, affiliates, joint ventures or other
investments, or any of their predecessors or successors) (a) in all of the
businesses, assets and liabilities reflected in the financial statements of the
Wireless Group dated September 30, 1999, publicly filed by the corporation,
including any successor to the Wireless Group by merger, consolidation or sale
of all or substantially all of its assets (whether or not in connection with a
Wireless Group Related Business Transaction), (b) the other assets and
liabilities (contingent or otherwise) of the corporation and its Subsidiaries
primarily related to the businesses, assets and liabilities described in clause
(a) and all net income and net losses arising in respect thereof after such
date, (c) all assets, liabilities and businesses acquired by the Wireless Group
or acquired by the corporation or any of its Subsidiaries for the account of, or
contributed, allocated or otherwise transferred to, the Wireless Group
(including the net proceeds of any new issuance for the account of the Wireless
Group of any new shares of Wireless Group Common Stock or Convertible
Securities), in each case, after the date of such financial statements and as
determined by the Board of Directors in accordance with the provisions of
paragraph 8 of this Part C of this Article Third, and (d) the proceeds of any
Disposition of any of the foregoing; provided, however, that the Wireless Group
shall not include (a) any assets, liabilities or businesses disposed of after
the date of such financial statements or (b) any assets, liabilities or
businesses allocated to the Common Stock Group(W) or otherwise distributed or
otherwise transferred from the Wireless Group, whether to the Common Stock
Group(W), to holders of shares of Wireless Group Common Stock or otherwise, in
each case after the date of such financial statements and as determined by the
Board of Directors in accordance with the provisions of paragraph 9 of this Part
C of this Article Third. The Wireless Group shall not include any business,
assets or liabilities of the Liberty Media Group.

         "Wireless Group Allocated Portion" shall mean, with respect to the
Wireless Group as a whole, or any dividend, distribution, payment, consideration
or other amount or allocation requiring apportionment between the holders of
Wireless Group Common Stock (other than the corporation and its Subsidiaries),
on the one hand, and the Common Stock Group(W), on the other hand, the

<PAGE>

following: (a) in the case of the Wireless Group as a whole, the proportion of
such Group represented by the Wireless Group Allocation Fraction, and (b) in the
case of any other amount or allocation, the product of (i) such amount or
allocation and (ii) the Wireless Group Allocation Fraction.

         "Wireless Group Allocation Fraction" shall mean, as of any date of
determination, a fraction, the numerator of which shall be the number of shares
of Wireless Group Common Stock outstanding on such date and the denominator of
which shall be a number initially determined by the Board of Directors, in its
sole discretion, prior to the Initial Issuance Date, subject to adjustment from
time to time as described in paragraph 9 of this Part C of this Article Third,
provided that such fraction shall in no event be greater than one. If the
holders of any securities of the corporation or any other Person that are
convertible into or exercisable or exchangeable for shares of Wireless Group
Common Stock are entitled to participate in any dividend or other distribution
with respect to the Wireless Group Common Stock, such shares so issuable upon
such conversion, exercise or exchange shall be taken into account in calculating
the Wireless Group Allocation Fraction and any amount payable to the Common
Stock Group(W) in such manner as the Board of Directors determines to be
appropriate.

         "Wireless Group Available Dividend Amount" shall mean, as of any date,
the Wireless Group Allocated Portion of the excess of (a) the amount by which
the total assets of the Wireless Group exceed the total liabilities of the
Wireless Group as of such date over (b) the sum of (i) the par value of all
issued shares of Wireless Group Common Stock and each class or series of
Preferred Stock attributed to the Wireless Group, (ii) the amount of the
consideration received for any shares of Preferred Stock attributed to the
Wireless Group without par value that have been issued, except such part of the
consideration therefor as may have been allocated to surplus in a manner
permitted by law, and (iii) any amount not included in subclauses (i) and (ii)
above that the corporation (by appropriate action of the Board of Directors) has
transferred to stated capital specifically in respect of Wireless Group Common
Stock, minus (c) all reductions from such sums set forth in clauses (i), (ii)
and (iii) above as have been effected in a manner permitted by law; provided,
however, that, in the event that the law governing the corporation changes from
that governing the corporation on the date the adoption of the Amendment to this
Certificate pursuant to which the Wireless Group Common Stock was authorized
(whether because of amendment of the applicable law or because of a change in
the jurisdiction of incorporation of the corporation through merger or
otherwise), the Wireless Group Available Dividend Amount shall mean the amount
of dividends, as determined by the Board of Directors, that could be paid by a
corporation (governed under such applicable law) having the assets and
liabilities of the Wireless Group, an amount of outstanding common stock (and
having an aggregate par value) equal to the amount (and aggregate par value) of
the outstanding Wireless Group Common Stock and of each class or series of
Preferred Stock attributed to the Wireless Group and having an amount of
earnings or loss or other relevant corporate attributes as reasonably determined
by the Board of Directors in light of all factors deemed relevant by the Board
of Directors.

         "Wireless Group Net Proceeds" shall mean, as of any date, with respect
to any Disposition of any of the properties and assets of the Wireless Group, an
amount, if any, equal to the Wireless Group Allocated Portion of the gross
proceeds of such Disposition after any payment of, or reasonable provision for,
(a) any taxes payable by the corporation or any other member of the Common Stock
Group in respect of such Disposition or in respect of any mandatory dividend or

<PAGE>

redemption resulting from such Disposition (or that would have been payable but
for the utilization of tax benefits attributable to the Common Stock Group(W) or
the Liberty Media Group), (b) any transaction costs borne by the Common Stock
Group(W) in connection with such Disposition, including, without limitation, any
legal, investment banking and accounting fees and expenses borne by the Common
Stock Group(W) in connection with such Disposition, (c) any liabilities and
other obligations (contingent or otherwise) of the Wireless Group borne by the
Common Stock Group(W) in connection with such Disposition, including, without
limitation, any indemnity or guarantee obligations incurred by the Common Stock
Group(W) in connection with the Disposition or any liabilities assumed by the
Common Stock Group(W) for future purchase price adjustments, and (d) any
preferential amounts, accumulated and unpaid dividends and other obligations in
respect of Preferred Stock attributed to the Wireless Group. To the extent the
proceeds of any Disposition include any securities or other property other than
cash, the Board of Directors shall determine the value of such securities or
property; provided that the value of any marketable securities included in such
proceeds shall be the average of the daily Market Value of such securities for
the 10 consecutive Trading Days beginning on the 15th Trading Day following
consummation of the Disposition.

         "Wireless Group Related Business Transaction" shall mean any
Disposition of all or substantially all the properties and assets attributed to
the Wireless Group in a transaction or series of related transactions that
results in the corporation or one or more of its Subsidiaries receiving in
consideration of such properties and assets primarily equity securities
(including, without limitation, capital stock, debt securities convertible into
or exchangeable for equity securities or interests in a general or limited
partnership or limited liability company, without regard to the voting power or
other management or governance rights associated therewith) of any entity that
(a) acquires such properties or assets or succeeds (by merger, formation of a
joint venture or otherwise) to the business conducted with such properties or
assets or controls such acquiror or successor, and (b) which the Board of
Directors determines is primarily engaged or proposes to engage primarily in one
or more businesses similar or complementary to the businesses conducted by the
Wireless Group prior to such Disposition.

                  FOURTH: (a) The Certificate of Incorporation of the
         corporation is hereby amended to modify the purposes for which the
         corporation is formed.

                  (b) To effect the foregoing, Article SECOND is hereby amended
         to read in its entirety as set forth below:

                  SECOND: The purposes for which the corporation is formed are
                  to engage in any lawful act or activity for which corporations
                  may be organized under the Business Corporation Law of the
                  State of New York, provided that the corporation is not formed
                  to engage in any act or activity which requires the consent or
                  approval of any New York state official, department, board,
                  agency or other body, without such consent or approval first
                  being obtained.

                  FIFTH: The manner in which the foregoing amendment of said
         Certificate of Incorporation of the corporation was authorized was by
         the vote of the holders of a majority of all outstanding shares of the
         corporation entitled to vote thereon at a meeting of shareholders,
         subsequent to the unanimous vote of our board of directors.

<PAGE>

         IN WITNESS WHEREOF, we have subscribed this document on March 31, 2000
and do hereby affirm, under the penalties of perjury, that the statements
contained herein have been examined by us and are true and correct.

                                           By /s/ Marilyn J. Wasser
                                                  -----------------
                                           Name:  Marilyn J. Wasser
                                           Title: Vice President

                                           By /s/ Robert S. Feit
                                                  --------------
                                           Name:  Robert S. Feit
                                           Title: Assistant Secretary

<PAGE>

                            CERTIFICATE OF AMENDMENT
                       OF THE CERTIFICATE OF INCORPORATION
                                  OF AT&T CORP.
                            UNDER SECTION 805 OF THE
                            BUSINESS CORPORATION LAW

         We, the undersigned, being a Vice President and Assistant Secretary,
respectively, of AT&T Corp., do hereby certify as follows:

         1.       The name of the corporation is AT&T Corp. The name under which
the Corporation was formed is American Telephone and Telegraph Company.

         2.       The Certificate of Incorporation of the corporation was filed
in the office of the Secretary of State of the State of New York on March 3,
1885.

         3.       Said Certificate of Incorporation is amended to increase the
authorized number of common shares of the capital stock of the corporation
having a par value of $1 from 14,750,000,000 shares to 16,400,000,000 shares, by
increasing the Class A Liberty Media Group Common Stock (as defined below) by
1,500,000,000 and by increasing the Class B Liberty Media Common Stock (as
defined below) by 150,000,000.

         4.       To effect the foregoing, the first paragraph of Article THIRD
of said Certificate of Incorporation, relating to the aggregate number of shares
of the corporation is authorized to issue, the par value thereof, and the
classes into which the shares are divided is hereby stricken out in its
entirety, and the following new first paragraph of Article THIRD is substituted
in lieu thereof:

                  "The aggregate number of shares which the corporation is
         authorized to issue is sixteen billion five hundred (16,500,000,000)
         shares, consisting of one hundred million (100,000,000) preferred
         shared having a par value of $1.00 per share ("Preferred Stock") and
         sixteen billion four hundred million (16,400,000,000) common shares, of
         which six billion (6,000,000,000) common shares shall be Common Stock
         having a par value of $1.00 per share ("Common Stock"), four billion
         (4,000,000,000) common shares shall be Class A Liberty Media Group
         Common Stock having a par value of $1.00 per share ("Class A Liberty
         Media Group Common Stock"), four hundred million (400,000,000) common
         shares shall be Class B Liberty Media Group Common Stock having a par
         value of $1.00 per share ("Class B Liberty Media Group Common Stock"),
         and six billion (6,000,000,000) common shares shall be Wireless Group
         Common Stock having a par value of $1.00 per share ("Wireless Group
         Common Stock"). The Class A Liberty Media Group Common Stock and Class
         B Liberty Media Group Common Stock are collectively referred to herein
         as the "Liberty Media Group Common Stock".

         5.       The manner in which the foregoing amendment of said
Certificate of Incorporation was authorized was by vote of the holders of a
majority of all outstanding shares of

<PAGE>

the corporation entitled to vote thereon at a meeting of shareholders,
subsequent to the unanimous vote of the Board of Directors.

<PAGE>

                  IN WITNESS WHEREOF, we have signed this Certificate of
Amendment of said Certificate of Incorporation of AT&T Corp. this 30th of May,
2000 and we affirm the statements contained herein as true under penalties of
perjury.

                                           /s/  Marilyn J. Wasser
                                           ----------------------
                                           Marilyn J. Wasser
                                           Vice President and Secretary

                                           /s/  Robert A. Feit
                                           -------------------
                                           Robert A. Feit
                                           Assistant Secretary

<PAGE>

          CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION
                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

                  We, the undersigned, being a Vice President and an Assistant
Secretary, respectively, of AT&T Corp., do hereby certify as follows:

                           FIRST:   The name of the corporation is AT&T Corp.

                           SECOND:  The Certificate of Incorporation of the
         corporation was filed by the Department of State on March 3, 1885 under
         the name American Telephone and Telegraph Company.

                           THIRD:   The Certificate of Incorporation of the
         corporation is hereby amended pursuant to authority vested in the Board
         of Directors by the Certificate of Incorporation of the corporation, as
         heretofore amended, and in accordance with Section 502 of the Business
         Corporation Law, by the addition of the following provision stating the
         number, designation, relative rights, preferences, and limitations of a
         series of preferred stock designated as Series E Convertible Preferred
         Stock:

          CERTIFICATE OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES
             AND LIMITATIONS OF SERIES E CONVERTIBLE PREFERRED STOCK

         Pursuant to the authority expressly granted to and vested in the Board
of Directors of the corporation by the provisions of Part D of Article Third of
the Certificate of Incorporation of the corporation (the "Certificate of
Incorporation"), and Section 502 of the Business Corporation Law of the State of
New York, such Board of Directors hereby creates, from the authorized shares of
Preferred Stock, par value $1.00 per share (the "Preferred Stock"), of the
corporation authorized to be issued pursuant to the Certificate of
Incorporation, a series of Preferred Stock, and hereby fixes the designations,
relative rights, preferences and limitations of the shares of such series as
follows:

         The series of Preferred Stock hereby established shall consist of 1
million (1,000,000) shares designated as Series E Convertible Preferred Stock.
The preferences, relative rights and limitations of such series shall be as
follows:

<PAGE>

         1.       Definitions. Unless otherwise defined herein, terms used
herein shall have the meanings assigned to them in Section 9 of Part B of
Article Third of the Certificate of Incorporation and the following terms shall
have the indicated meanings:

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

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

         1.3      "Certificate" shall mean the certificate of the designations,
relative rights, preferences and limitations of Series E Convertible Preferred
Stock filed with respect to this resolution with the Secretary of State of the
State of New York pursuant to Section 502 of the Business Corporation Law of the
State of New York.

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

         1.5      "Common Stock" shall mean the Common Stock, par value $1.00
per share, of the corporation or any other class of stock resulting from (a)
successive changes or reclassifications of such stock consisting solely of
changes in par value, or from par value to no par value or (b) a subdivision or
combination, and in any such case including any shares thereof authorized after
the date of the Certificate, together with any associated rights to purchase
other securities of the corporation which are at the time represented by the
certificates representing such shares.

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

         1.7      "Conversion Price" shall have the meaning set forth in Section
3.1(a)(ii) hereof.

<PAGE>

         1.8      "Conversion Rate" shall have the meaning set forth in Section
3.1(a)(ii) hereof.

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

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

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

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

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

         1.14     "Junior Stock" shall mean the Common Stock, the Class A
Liberty Media Group Common Stock, par value $1.00 per share, of the corporation,
the Class B Liberty Media Group Common Stock, par value $1.00 per share, of the
corporation, the Wireless Group Common Stock, par value $1.00 per share, of the
corporation and the shares of any other class or series of stock of the
corporation which, by the terms of the Certificate of Incorporation or of the
instrument by which the Board of Directors, acting pursuant to authority granted
in the Certificate of Incorporation, shall fix the relative rights, preferences
and limitations thereof, shall be junior to the Series E Stock in respect of the
right to receive dividends or to participate in any distribution of assets other
than by way of dividends.

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

         1.16     "MediaOne" shall mean MediaOne Group, Inc., a Delaware
corporation.

         1.17     "MediaOne Common Stock" shall mean the common stock, par value
$0.01 per share, of MediaOne.

         1.18     "MediaOne Series E Stock" shall mean the series of preferred
stock, par value $1.00 per share, of MediaOne designated as the Series E
Convertible Preferred Stock.

<PAGE>

         1.19     "Merger" shall mean the merger of MediaOne with and into
Meteor Acquisition Inc., a Delaware corporation, pursuant to the terms of the
Merger Agreement.

         1.20     "Merger Agreement" shall mean the Agreement and Plan of
Merger, dated as of May 6, 1999, by and among the corporation, Meteor
Acquisition Inc., a Delaware corporation, and MediaOne.

         1.21     "Nasdaq" shall mean the Nasdaq National Market.

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

         1.23     "Parity Stock" shall mean the shares of any other class or
series of stock of the corporation (other than Junior Stock) which, by the terms
of the Certificate of Incorporation or of the instrument by which the Board of
Directors, acting pursuant to authority granted in the Certificate of
Incorporation, shall fix the preferences, relative rights and limitations
thereof, shall, in the event that the stated dividends thereon are not paid in
full, be entitled to share ratably with the Series E Stock in the payment of
dividends, including accumulations, if any, in accordance with the sums which
would be payable on such shares if all dividends were declared and paid in full,
or shall, in the event that the amounts payable thereon on liquidation are not
paid in full, be entitled to share ratably with the Series E Stock in any
distribution of assets other than by way of dividends in accordance with the
sums which would be payable in such distribution if all sums payable were
discharged in full; provided, however, that the term "Parity Stock" shall be
deemed to refer (a) in Section 6 hereof, to any stock which is Parity Stock in
respect of the distribution of assets; and (b) in Sections 5.1 and 5.2 hereof,
to any stock which is Parity Stock in respect of either dividend rights or the
distribution of assets and which, pursuant to the Certificate of Incorporation
or any instrument in which the Board of Directors, acting pursuant to authority
granted in the Certificate of Incorporation, shall so designate, is entitled to
vote with the holders of Series E Stock.

         1.24     "Prorated Merger Consideration" shall have the meaning set
forth in Section 3.1(a)(iii) hereof.

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

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

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

<PAGE>

         1.28     "Redemption Date" shall mean the date on which the corporation
shall effect the redemption of all or any part of the outstanding shares of
Series E Stock pursuant to Section 4.1 hereof.

         1.29     "Redemption Price" for each share of Series E Stock called for
redemption shall be equal to the sum of (a) the Liquidation Value plus (b) an
amount equal to the accrued and unpaid dividends on such share of Series E Stock
to the Redemption Date.

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

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

         1.32     "Senior Stock" shall mean the shares of any class or series of
stock of the corporation which, by the terms of the Certificate of Incorporation
or of the instrument by which the Board of Directors, acting pursuant to
authority granted in the Certificate of Incorporation, shall fix the
preferences, relative rights and limitations thereof, shall be senior to the
Series E Stock in respect of the right to receive dividends or to participate in
any distribution of assets other than by way of dividends.

<PAGE>

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

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

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

         2.       Dividends.

         2.1      The holders of the outstanding shares of Series E Stock shall
be entitled to receive dividends, as and when declared by the Board of Directors
out of funds legally available therefor. Each dividend shall be at the annual
rate equal to 6.342 percent per share of Series E Stock (which is equivalent to
$0.79 quarterly and $3.17 annually per share). All dividends shall be payable in
cash on or about the first day of February, May, August and November in each
year, beginning on the first such date following the Effective Time, as fixed by
the Board of Directors, or such other dates as are fixed by the Board of
Directors (each a "Dividend Payment Date"), to the holders of record of Series E
Stock at the close of business on or about the 15th day of the month next
preceding such first day of February, May, August and November, as the case may
be, as fixed by the Board of Directors, or such other dates as are fixed by the
Board of Directors (each a "Record Date"). Such dividends shall accrue on each
share cumulatively on a daily basis, whether or not there are unrestricted funds
legally available for the payment of such dividends and whether or not earned or
declared, from and after the last payment of dividends on the MediaOne Series E
Stock prior to the Effective Time and any such dividends that become payable for
any partial dividend period shall be computed on the basis of the actual days
elapsed in such period. All dividends that accrue in accordance with the
foregoing provisions shall be cumulative from and after the last payment of
dividends on the MediaOne Series E Stock prior to the Effective Time. The per
share dividend amount payable to each holder of record of Series E Stock on any
Dividend Payment Date shall be rounded to the nearest cent. The dividend rate
per share of this Series shall be appropriately adjusted from time to time to
reflect any split or combination of the shares of this Series.

<PAGE>

         2.2      Except as hereinafter provided in this Section 2.2 and except
for redemptions by the corporation pursuant to Sections 4.1(b)(i) or
4.1(b)(iii), unless all dividends on the outstanding shares of Series E Stock
and any Parity Stock that shall have accrued through any prior Dividend Payment
Date shall have been paid in full, or declared and funds set apart for payment
thereof, no dividend or other distribution (payable other than in shares of
Junior Stock) shall be paid to the holders of Junior Stock or Parity Stock, and
no shares of Series E Stock, Parity Stock or Junior Stock shall be purchased,
redeemed or otherwise acquired by the corporation or any of its subsidiaries
(except by conversion into or exchange for Junior Stock), nor shall any monies
or any other properties be paid or made available for a purchase, redemption or
sinking fund for the purchase or redemption of any Series E Stock, Junior Stock
or Parity Stock. When dividends are not paid in full upon the shares of this
Series and any Parity Stock, all dividends declared upon shares of this Series
and all Parity Stock shall be declared pro rata so that the amount of dividends
declared per share on this Series and all such Parity Stock shall in all cases
bear to each other the same ratio that accrued dividends per share on the shares
of this Series and all such Parity Stock bear to each other. No interest, or sum
of money in lieu of interest, shall be payable in respect of any dividend
payment or payments on this Series which may be in arrears.

         3.       Conversion Rights.

         3.1      (a)(i) Subject to Section 3.1(b), each holder of a share of
this Series shall have the right, at any time after receipt of a notice of
redemption given by the corporation pursuant to Section 4.3 with respect to a
redemption pursuant to Section 4.1(a), to convert such share into the amount and
form of consideration set forth in subparagraph (ii) or subparagraph (iii) of
this Section 3.1(a), in accordance with the election made pursuant to
subparagraph (iv) of this Section 3.1(a).

         (ii)     If an election has been made or deemed to have been made
pursuant to subparagraph (iv) of this Section 3.1(a) to have this subparagraph
(ii) apply, then each holder of a share of this Series shall have a right, under
the circumstances specified in subparagraph (i) of this Section 3.1(a), to
convert such share into a number of shares of Common Stock (or such other class
or series of common stock into which shares of this Series are then convertible)
equal to the quotient of (a) the product of (i) the Liquidation Value per share
of the Series E Stock multiplied by (ii) 0.95, divided by (b) the Current Market
Price, subject to adjustment as provided in this Section 3 (such rate, if
applicable and as so adjusted from time to time, is herein called the
"Conversion Rate"; and the "Conversion Price" at any time shall mean the
Redemption Price per share divided by the Conversion Rate in effect at such time
(rounded to the nearest one hundredth of a cent)).

         (iii)    If an election has been made pursuant to subparagraph (iv) of
this Section 3.1(a) to have this subparagraph (iii) apply, then each holder of a
share of this Series shall have a right, under the circumstances specified in
subparagraph (i) of this Section 3.1(a), to convert such share into the Prorated
Merger Consideration. The "Prorated Merger

<PAGE>

Consideration" shall mean the consideration that would have been received in the
Merger by a holder of the number of shares of MediaOne Common Stock that would
have been issuable in respect of one share of MediaOne Series E Stock had such
share of MediaOne Series E Stock been converted immediately prior to the
Effective Time in accordance with the formula set forth in Section 3.1(a) of the
MediaOne Series E Stock, and assuming an election were made with respect to such
MediaOne Common Stock in connection with the Merger in accordance with the
election made or deemed to have been made pursuant to subparagraph (iv) of this
Section 3.1(a) and that the proration provisions of the Merger Agreement, if
applicable, were applied to such election.

         (iv)     The record holder of the largest number of shares of Series E
Stock shall be entitled to make an election, in writing to the Secretary of the
corporation prior to the Election Deadline (as defined in the Merger Agreement),
to have either the provisions of subparagraph (ii) of this Section 3.1(a) or the
provisions of subparagraph (iii) of this Section 3.1(a) apply thereafter. If no
election is timely made, an election will be deemed to have been made to have
the provisions of subparagraph (ii), and not subparagraph (iii), of this Section
3.1(a) apply. In the event of an election to have the provisions of subparagraph
(iii) of this Section 3.1(a) apply, the record holder of the largest number of
shares of Series E Stock shall also be entitled to elect, in the same writing,
to have the provisions of subparagraph (iii) apply on the basis of a Cash
Election, a Stock Election or a Standard Election (as such terms are defined in
the Merger Agreement) with respect to MediaOne Stock in connection with the
Merger. In the event of an election to have the provisions of subparagraph (iii)
of this Section 3.1(a) apply, if no election is made with respect to the
assumption of a Cash Election, a Stock Election or a Standard Election, an
election will be deemed to have been made to assume a Standard Election for
purposes of the provisions of subparagraph (iii) of this Section 3.1(a).

         (b)      The right of a holder of a share of this Series called for
redemption pursuant to Sections 4.1(a) to convert such share into Common Stock
(or such other consideration into which shares of this Series are then
convertible) pursuant to Section 3.1(a) shall terminate at the close of business
on the Redemption Date unless the corporation defaults in the payment of the
Redemption Price or, in the case of a redemption pursuant to Section 4.1(a), the
corporation exercises its right to rescind such redemption pursuant to Section
4.5, in which case such right of conversion shall not terminate at the close of
business on such date.

         3.2      If any shares of this Series are surrendered for conversion
subsequent to the Record Date preceding a Dividend Payment Date but on or prior
to such Dividend Payment Date (except shares called for redemption on a
Redemption Date between such Record Date and Dividend Payment Date and with
respect to which such redemption has not been rescinded), the registered holder
of such shares at the close of business on such Record Date shall be entitled to
receive the dividend, if any, payable on such shares on such Dividend Payment
Date notwithstanding the conversion thereof. Except as provided in this Section
3.2, no adjustments in respect of payments of dividends on shares

<PAGE>

surrendered for conversion or any dividend on the Common Stock issued upon
conversion shall be made upon the conversion of any shares of this Series.

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

         3.4      Any holder of shares of this Series electing to convert such
shares into Common Stock (or other consideration) pursuant to Section 3.1(a)
shall surrender the certificate or certificates for such shares at the office of
the transfer agent or agents therefor (or at such other place in the United
States as the corporation may designate by notice to the holders of shares of
this Series) during regular business hours, duly endorsed to the corporation or
in blank, or accompanied by instruments of transfer to the corporation or in
blank, or in form satisfactory to the corporation, and shall give written notice
to the corporation at such office that such holder elects to convert such shares
of this Series. The corporation shall, as soon as practicable and in any event
within five Trading Days (subject to Section 3.6(c)) after such surrender of
certificates for shares of this Series, accompanied by the written notice above
prescribed, issue and deliver at such office to the holder for whose account
such shares were surrendered, or to his nominee, (a) certificates representing
the number of shares of Common Stock (or such other consideration) to which such
holder is entitled upon such conversion and (b) if less than the full number of
shares of this Series represented by such certificate or certificates is being
converted, a new certificate of like tenor representing the shares of this
Series not converted.

         3.5      Conversion shall be deemed to have been made immediately prior
to the close of business as of the date that certificates for the shares of this
Series to be converted, and the written notice prescribed in Section 3.4, are
received by the transfer agent or agents for this Series (such date being
referred to herein as the "Conversion Date"). The Person entitled to receive the
Common Stock issuable upon such conversion shall be treated for all purposes as
the record holder of such Common Stock (or other consideration) as of the close
of business on the Conversion Date and such conversion shall be at the
Conversion Rate in effect on such date or the Prorated Merger Consideration, as
the case may be. Notwithstanding anything to the contrary contained herein, in
the event the corporation shall have rescinded a redemption of shares of this
Series pursuant to Section 4.5, any holder of shares of this Series that shall
have surrendered shares of this Series for conversion following the day on which
notice of the redemption shall have been given but prior to the later of (a) the
close of business on the Trading Day next succeeding the date on which public
announcement of the rescission of such redemption shall have been made and (b)
the date which is three Trading Days following the mailing of the notice of
rescission required by Section 4.5 (a "Converting

<PAGE>

Holder") may rescind the conversion of such shares surrendered for conversion by
(i) properly completing a form prescribed by the corporation and mailed to
holders of shares of this Series (including Converting Holders) with the
corporation's notice of rescission, which form shall provide for the
certification by any Converting Holder rescinding a conversion on behalf of any
beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of
shares of this Series that the beneficial ownership (within the meaning of such
Rule) of such shares shall not have changed from the date on which such shares
were surrendered for conversion to the date of such certification and (ii)
delivering such form to the corporation no later than the close of business on
that date which is fifteen (15) Trading Days following the date of the mailing
of the corporation's notice of rescission. The delivery of such form by a
Converting Holder shall be accompanied by (A) any certificates representing
shares of Common Stock issued to such Converting Holder upon a conversion of
shares of this Series that shall be rescinded by the proper delivery of such
form (the "Surrendered Shares"), (B) any securities, evidences of indebtedness
or assets (other than cash) distributed by the corporation to such Converting
Holder by reason of such Converting Holder's being a record holder of the
Surrendered Shares and (C) payment in New York Clearing House funds or other
funds acceptable to the corporation of an amount equal to the sum of (I) any
cash such Converting Holder may have received in lieu of the issuance of
fractional shares upon conversion and (II) any cash paid or payable by the
corporation to such Converting Holder by reason of such Converting Holder being
a record holder of the Surrendered Shares. Upon receipt by the corporation of
any such form properly completed by a Converting Holder and any certificates,
securities, evidences of indebtedness, assets or cash payments required to be
returned or made by such Converting Holder to the corporation as set forth
above, the corporation shall instruct the transfer agent or agents for shares of
Common Stock and shares of this Series to cancel any certificates representing
the Surrendered Shares (which Surrendered Shares shall be deposited in the
treasury of the corporation) and reissue certificates representing shares of
this Series to such Converting Holder (which shares of this Series shall,
notwithstanding their surrender for conversion, be deemed to have been
outstanding at all times). The corporation shall, as promptly as practicable,
and in no event more than five (5) Trading Days, following the receipt of any
such properly completed form and any such certificates, securities, evidences of
indebtedness, assets or cash payments required to be so returned or made, pay to
the Converting Holder or as otherwise directed by such Converting Holder any
dividend or other payment made on such shares of this Series Stock during the
period from the time such shares shall have been surrendered for conversion to
the rescission of such conversion. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of any form submitted to
the corporation to rescind the conversion of shares of this Series, including
questions as to the proper completion or execution of any such form or any
certification contained therein, shall be resolved by the corporation, whose
good faith determination shall be final and binding. The corporation shall not
be required to deliver certificates for shares of Common Stock while the stock
transfer books for such stock or for this Series are duly closed for any purpose
(but not for a period in excess of two Trading Days) or during any period
commencing at a Redemption Rescission Event and ending at either (1)

<PAGE>

the time and date at which the corporation's right of rescission shall expire
pursuant to Section 4.5 if the corporation shall not have exercised such right
or (2) the close of business on that day which is fifteen (15) Trading Days
following the date of the mailing of a notice of rescission pursuant to Section
4.5 if the corporation shall have exercised such right of rescission, but
certificates for shares of Common Stock shall be delivered as soon as
practicable after the opening of such books or the expiration of such period.

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

                  (a)      The corporation shall be entitled to make such
         increases in the Conversion Rate as shall be determined by the Board of
         Directors to be necessary in order that any dividend or distribution in
         Common Stock, any subdivision, reclassification or combination of
         shares of Common Stock or any issuance of rights or warrant to purchase
         shares of Common Stock, shall not be taxable to the holders of Common
         Stock for United States Federal income tax purposes.

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

                  (c)      In any case in which an adjustment to the Conversion
         Rate pursuant to this Section 3.6 is to be made effective as of or
         immediately following a record date, the corporation may elect to defer
         (but only for five (5) Trading Days following the occurrence of the
         event which necessitates the filing of the statement referred to in
         Section 3.9(a)) issuing to the holder of any shares of this Series
         converted after such record date (i) the shares of Common Stock and
         other capital stock of the corporation issuable upon such conversion
         over and above the shares of Common Stock and other capital stock of
         the corporation issuable upon such conversion on the basis of the
         Conversion Rate prior to adjustment and (ii) paying to such holder any
         amount in cash in lieu of any fraction thereof pursuant to Section 3.3;
         provided, however, that the corporation shall deliver to such holder a
         due bill or other appropriate instrument evidencing such holder's right
         to receive such additional shares upon the occurrence of the event
         requiring such adjustment.

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

         3.7      In case of (a) any consolidation or merger to which the
corporation is a party, other than a merger or consolidation in which the
corporation is the surviving or

<PAGE>

continuing corporation and which does not result in any reclassification of, or
change (other than a change in par value or from par value to no par value or
from no par value to par value, or as a result of a subdivision or combination)
in, outstanding shares of Common Stock (or such other class or series of common
stock into which shares of this Series are then convertible) or (b) any sale or
conveyance of all or substantially all of the property and assets of the
corporation, then lawful provision shall be made as part of the terms of such
transaction whereby the holder of each share of Series E Stock which is not
converted into the right to receive stock or other securities and property in
connection with such transaction shall have the right thereafter, during the
period such share shall be convertible, to convert such share into the kind and
amount of shares of stock or other securities and property receivable upon such
consolidation, merger, sale or conveyance by a holder of the number of shares of
Common Stock (or such other class or series of common stock or other
consideration into which shares of this Series are then convertible) into which
such shares of this Series could have been converted immediately prior to such
consolidation, merger, sale or conveyance (assuming that shares of this Series
were then convertible pursuant to Section 3.1), subject to adjustment which
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Section 3. If holders of Common Stock (or such other class or series
of common stock or other consideration into which shares of this Series are then
convertible) are entitled to elect the kind or amount of securities or other
property receivable upon such consolidation, merger, sale or conveyance, all
adjustments made pursuant to this Section 3.7 shall be based upon (i) the
election, if any, made in writing to the Secretary of the corporation by the
record holder of the largest number of shares of Series E Stock prior to the
earlier of (A) the last date on which a holder of Common Stock (or such other
class or series of common stock) may make such an election and (B) the date
which is five (5) Trading Days prior to the record date for determining the
holders of Common Stock (or such other class or series of common stock) entitled
to participate in the transaction (or if no such record date is established, the
effective date of such transaction) or (ii) if no such election is timely made,
an assumption that each holder of Shares of this Series failed to exercise such
rights of election (provided that if the kind or amount of securities or other
property receivable upon such consolidation, merger, sale or conveyance is not
the same for each nonelecting share, then the kind and amount of securities or
other property receivable upon such consolidation, merger, sale or conveyance
for each nonelecting share shall be deemed to be the kind and amount so
receivable per share by a plurality of the nonelecting shares). Concurrently
with the mailing to holders of Common Stock (or such other class or series of
common stock) of any document pursuant to which such holders may make an
election regarding the kind or amount of securities or other property that will
be receivable by such holder in any transaction described in clause (a) or (b)
of the first sentence of this Section 3.7, the corporation shall mail a copy
thereof to the holders of shares of the Series E Stock. The corporation shall
not enter into any of the transactions referred to in clauses (a) or (b) of the
first sentence of this Section 3.7 unless, prior to the consummation thereof,
effective provision shall be made in a certificate or articles of incorporation
or other constituent document or written instrument of the corporation or the
entity surviving the consolidation or merger, if other than the

<PAGE>

corporation, or the entity acquiring the corporation's assets, unless, in either
case, such entity is a direct or indirect subsidiary of another entity, in which
case such provision shall be made in the certificate or articles of
incorporation or other constituent document or written instrument of such other
entity (any such entity or other entity being the "Surviving Entity") so as to
assume the obligation to deliver to each holder of shares of Series E Stock such
stock or other securities and property and otherwise give effect to the
provisions set forth in this Section 3.7. The provisions of this Section 3.7
shall apply similarly to successive consolidations, mergers, sales or
conveyances.

         3.8      After the date, if any, on which all outstanding shares of
Common Stock (or such other class or series of common stock or other
consideration into which shares of this Series are then convertible) are
converted into or exchanged for shares of another class or series of common
stock of the corporation, each share of this Series shall thereafter be
convertible into or exchangeable, if Section 3.1(a)(ii) applies, for the number
of shares of such other class or series of common stock receivable upon such
conversion or exchange equal to the quotient of (a) $50 divided by (b) the
product of (i) 0.95 multiplied by (ii) the Current Market Price for such other
class or series of common stock. From and after any such conversion or exchange,
Conversion Rate adjustments as nearly equivalent as may be practicable to the
adjustments pursuant to Sections 3.6 and 3.7 which, prior to such exchange, were
made in respect of Common Stock (or such other class or series of common stock
into which shares of this Series are then convertible) shall instead be made
pursuant to such Sections 3.6 and 3.7 in respect of shares of such other class
or series of common stock. If Section 3.1(a)(iii) applies, an adjustment will be
made instead to substitute for any shares of Common Stock otherwise issuable on
conversion, the shares of such other class or series of common stock into which
such shares of Common Stock have been converted or exchanged.

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

<PAGE>

                           Subject to the provisions of Section 3.9(c), if: (i)
the corporation takes any action that would require an adjustment of the
Conversion Rate or other adjustment pursuant to Sections 3.6 through 3.8; (ii)
there shall be any consolidation or merger to which the corporation is a party
and for which approval of any stockholders of the corporation is required, or
the sale or transfer of all or substantially all of the assets of the
corporation; or (iii) there shall occur the voluntary or involuntary
liquidation, dissolution or winding up of the corporation, then the corporation
shall, as promptly as possible, but at least 10 Trading Days prior to the record
date or other date set for definitive action if there shall be no record date,
cause notice to be filed with the transfer agent or agents for this Series and
given to each record holder of outstanding shares of this Series stating the
action or event for which such notice is being given and the record date for and
the anticipated effective date of such action or event. Failure to give or
receive such notice or any defect therein shall not affect the legality or
validity of the related transaction.

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

         3.11     The corporation shall at all times reserve and keep available,
free from preemptive rights, out of its authorized but unissued stock, for the
purpose of effecting the conversion of the shares of this Series, such number of
its duly authorized shares of Common Stock (or, if applicable, any other shares
of Capital Stock of the corporation) as shall from time to time be sufficient to
effect the conversion of all outstanding shares of this Series into such Common
Stock (or such other shares of Capital Stock) at any time; provided, however,
that nothing contained herein shall preclude the corporation from satisfying its
obligations in respect of the conversion of the shares by delivery of purchased
shares of Common Stock (or such other shares of Capital Stock) that are held in
the treasury of the corporation. All shares of Common Stock (or such other
shares of Capital Stock of the corporation) which shall be deliverable upon
conversion of the shares of this Series shall be duly and validly issued, fully
paid and nonassessable. For purposes of this Section 3, the number of shares of
Common Stock or any other class or series of common stock of the corporation at
any time outstanding shall not include any shares of Common Stock or such other
class or series of common stock then owned or held by or for the account of
corporation or any subsidiary of the corporation.

         3.12     If any shares of Common Stock (or such other class or series
of common stock into which shares of this Series are then convertible) which
would be issuable upon conversion of shares of this Series hereunder require
registration with or approval of any governmental authority before such shares
may be issued upon conversion, the

<PAGE>

corporation will in good faith and as expeditiously as possible cause such
shares to be duly registered or approved, as the case may be. The corporation
will endeavor to list the shares of (or depositary shares representing
fractional interests in) Common Stock (or such other class or series of common
stock into which shares of this Series are then convertible) required to be
delivered upon conversion of shares of this Series prior to such delivery upon
the principal national securities exchange upon which the outstanding Common
Stock (or such other class or series of common stock) is listed at the time of
such delivery.

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

         4.       Redemption.

         4.1      (a) The corporation may, at its sole option, subject to
Section 2.2 hereof, from time to time on and after June 30, 2002, redeem, out of
funds legally available therefor, all or any part of the outstanding shares of
this Series at the Redemption Price.

         (b)      (i)      On August 1, 2007 and each anniversary of such date
thereafter through the ninth (9th) anniversary of such date, the corporation
shall redeem at the Redemption Price, out of funds legally available therefor,
49,704 shares of the Series E Stock or such lesser number of shares of Series E
Stock as shall then remain outstanding.

                      (ii)     On August 1, 2007 and each anniversary of
such date thereafter through the ninth (9th) anniversary of such date, the
corporation may, at its sole option, subject to Section 2.2 hereof, redeem at
the Redemption Price, out of funds legally available therefor, 49,704 shares of
the Series E Stock or such lesser number of shares of Series E Stock as shall
then remain outstanding.

                      (iii)    The corporation shall, on June 30, 2017, redeem
at the Redemption Price, out of funds legally available therefor, all of the
outstanding shares of the Series E Stock.

         4.2      In the event that fewer than all of the outstanding shares of
this Series are to be redeemed pursuant to Section 4.1, the aggregate number of
shares of this Series held by each holder which will be redeemed shall be
determined by the corporation by lot or

<PAGE>

pro rata or by any other method as may be determined by the Board of Directors
in its sole discretion to be equitable, and the certificate of the corporation's
Secretary or an Assistant Secretary filed with the transfer agent or transfer
agents for this Series in respect of such determination by the Board of
Directors shall be conclusive.

         4.3      If the corporation determines to redeem shares of this Series
pursuant to Section 4.1, the corporation shall, not later than the 15th Trading
Day nor earlier than the 60th Trading Day prior to the Redemption Date, cause
notice to be filed with the transfer agent or agents for this Series and to be
given to each record holder of the shares to be redeemed, setting forth: (i) the
Redemption Date; (ii) in the case of a redemption pursuant to Section
4.1(b)(iii), that all shares of this Series outstanding on the Redemption Date
shall be redeemed by the corporation; (iii) in the case of a redemption pursuant
to Section 4.1(a), 4.1(b)(i) or 4.1(b)(ii), the total number of shares of this
Series to be redeemed and, if fewer than all the shares held by such holder are
to be redeemed, the aggregate number of such shares which will be redeemed; (iv)
the Redemption Price (v) in the case of a redemption pursuant to Section 4.1(a),
that shares of this Series called for redemption may be converted at any time
prior to the Redemption Date (unless the corporation (A) shall default in
payment of the Redemption Price or (B) shall exercise its right to rescind such
redemption pursuant to Section 4.5, in which case such right of conversion shall
not terminate at such time and date); (vi) in the case of a redemption pursuant
to Section 4.1(a), a description of the manner in which the Conversion Price
will be determined in accordance with the Certificate; (vii) the place or places
where certificates for such shares are to be surrendered for payment of the
Redemption Price; and (viii) that dividends on the shares to be redeemed will
cease to accrue on the Redemption Date. Promptly, following the Redemption Date,
the corporation shall cause notice to be filed with the transfer agent or agents
for this Series and to be given to each record holder of the shares to be
redeemed setting forth the percentage of such holder's shares which the
corporation has elected to redeem.

         4.4      If notice of redemption shall have been given by the
corporation as provided in Section 4.3, from and after the Redemption Date,
dividends on the shares of this Series so called for redemption shall cease to
accrue, such shares shall no longer be deemed to be outstanding, and all rights
of the holders thereof as stockholders of the corporation with respect to shares
so called for redemption (except, the right to receive from the corporation the
Redemption Price without interest) shall cease (including any right to receive
dividends otherwise payable on any Dividend Payment Date that would have
occurred after the Redemption Date), unless (a) the corporation defaults in the
payment of the Redemption Price, or (b) in the case of a redemption pursuant to
Section 4.1(a), the corporation exercises its right to rescind such redemption
pursuant to Section 4.5, in which case such rights shall not terminate at the
close of business on such date. On or before the Redemption Date, the
corporation shall deposit with a bank or trust company doing business in New
York, as paying agent, money sufficient to pay the Redemption Price on the
Redemption Date, in trust, with irrevocable instructions that such money be
applied to the redemption of shares of this Series so called for redemption.

<PAGE>

Any money so deposited with any such paying agent which shall not be required
for such redemption because of the exercise of any right of conversion,
rescission or otherwise shall be returned to the corporation forthwith. Upon
surrender (in accordance with the notice of redemption) of the certificate or
certificates for any shares of this Series to be so redeemed (properly endorsed
or assigned for transfer, if the corporation shall so require and the notice of
redemption shall so state), such shares shall be redeemed by the corporation at
the Redemption Price (unless, in the case of a redemption pursuant to Section
4.1(a), the corporation shall have exercised its right to rescind such
redemption pursuant to Section 4.5). In case fewer than all the shares
represented by any such certificate are to be redeemed, a new certificate shall
be issued representing the unredeemed shares (or fractions thereof as provided
in Section 7.4), without cost to the holder thereof. Subject to applicable
escheat laws, any moneys so set aside by the corporation and unclaimed at the
end of two (2) years from the Redemption Date shall revert to the general funds
of the corporation, after which reversion the holders of such shares so called
for redemption shall look only to the corporation for the payment of the
Redemption Price, without interest. Any interest accrued on any funds so
deposited shall be paid to the corporation from time to time upon request of the
corporation.

         4.5      If notice of redemption pursuant to Section 4.1(a) shall have
been given by the corporation pursuant to Section 4.3, in the event that a
Redemption Rescission Event shall occur following the date of such notice but at
or prior to the Redemption Date, the corporation may, at its sole option, at any
time prior to the earlier of (a) the close of business on that day which is five
(5) Trading Days following such Redemption Rescission Event and (b) the
Redemption Date, rescind such redemption by making a public announcement of such
rescission (the date on which such public announcement shall have been made
being hereinafter referred to as the "Rescission Date"). The corporation shall
be deemed to have made such announcement if it shall issue a release to the Dow
Jones News Service and Reuters Information Services or any successor news wire
service. From and after the making of such announcement, the corporation shall
have no obligation to effect such redemption or to pay the Redemption Price
therefor and all rights of holders of shares of this Series shall be restored as
if notice of redemption had not been given. The corporation shall give notice of
any such rescission by first-class mail, postage prepaid, mailed as promptly as
practicable, but in no event later than the close of business on that date which
is five (5) Trading Days following the Rescission Date to each record holder of
shares of this Series at the close of business on the Rescission Date and to any
other Person or entity that was a record holder of shares of this Series and
that shall have surrendered shares of this Series for conversion following the
giving of notice of the subsequently rescinded redemption. Each notice of
rescission shall (i) state that such redemption has been rescinded, (ii) state
that any Converting Holder shall be entitled to rescind the conversion of shares
of this Series surrendered for conversion following the day on which notice of
such redemption was given but on or prior to the later of (A) the close of
business on the Trading Day next succeeding the date on which public
announcement of the rescission of such redemption shall have been made and (B)
the date which is three (3) Trading Days following the mailing of the

<PAGE>

corporation's notice of rescission, (iii) be accompanied by a form prescribed by
the corporation to be used by any Converting Holder rescinding the conversion of
shares so surrendered for conversion (and instructions for the completion and
delivery of such form, including instructions with respect to payments that may
be required to accompany such delivery in accordance with Section 3.5) and (iv)
state that such form must be properly completed and received by the corporation
no later than the close of business on a date that shall be fifteen (15) Trading
Days following the date of the mailing of such notice of rescission.

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

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

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

         6.       Liquidation Rights.

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

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

<PAGE>

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

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

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

         7.       Other Provisions.

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

         7.2      All notices and other communications from a holder of shares
of this Series shall be deemed given if delivered personally or sent by
overnight courier (providing proof of delivery) to the corporation at the
following address (or at such other address as the corporation shall specify in
a notice pursuant to Section 7.1): AT&T Corp., 295 North Maple Avenue, Basking
Ridge, NJ 07920, Attention: Corporate Secretary.

         7.3      Any shares of this Series which have been converted, redeemed,
exchanged or otherwise acquired by the corporation shall, after such conversion,
redemption, exchange or acquisition, as the case may be, be retired and promptly

<PAGE>

canceled and the corporation shall take all appropriate action to cause such
shares to obtain the status of authorized but unissued shares of Preferred
Stock, without designation as to series, until such shares are once more
designated as part of a particular series by the Board of Directors. The
corporation may cause a certificate setting forth a resolution adopted by the
Board of Directors that none of the authorized shares of this Series are
outstanding to be filed with the Secretary of State of the State of New York.
When such certificate becomes effective, all references to Series E Stock shall
be eliminated from the Certificate of Incorporation and the shares of Preferred
Stock designated hereby as Series E Stock shall have the status of authorized
and unissued shares of Preferred Stock and may be reissued as part of any new
series of Preferred Stock to be created by resolution or resolutions of the
Board of Directors.

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

         7.5      The corporation shall, to the fullest extent permitted by law,
be entitled to recognize the exclusive right of a Person registered on its
records as the holder of shares of this Series, and such record holder shall be
deemed the holder of such shares for all purposes.

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

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

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

                                    * * * * *

<PAGE>

         IN WITNESS WHEREOF, we have subscribed this document on June 15, 2000
and do hereby affirm under the penalties of perjury, that the statements
contained herein have been examined by us and are true and correct.

                                           By: _________________________________
                                               Name:  Marilyn J. Wasser

                                               Title: Vice President

                                           By: _________________________________
                                               Name:  Robert S. Feit

                                               Title: Assistant Secretary

<PAGE>

                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                                   AT&T CORP.

                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

                  Pursuant to the provisions of Section 805 of the BUSINESS
CORPORATION LAW, the undersigned, being the Senior Vice President and Secretary
of AT&T CORP., a New York corporation (the "corporation"), hereby certify that:

                                       I.

                  The name of the corporation is AT&T Corp.

                                       II.

                  The Certificate of Incorporation of the corporation was filed
by the Department of State on March 3, 1885 under the name American Telephone
and Telegraph Company.

                  A Certificate of Amendment of the Certificate of Incorporation
was filed in the office of the Secretary of State of the State of New York on
April 20, 1994, changing the name of the corporation to AT&T Corp.

                                      III.

                  The Certificate of Incorporation of the corporation is hereby
amended pursuant to authority vested in the Board of Directors by the
Certificate of Incorporation of the corporation, as heretofore amended, and in
accordance with Section 502 of the Business Corporation Law, by the addition of
the following provision, stating the number, designation, relative rights,
preferences and limitations of a series of the corporation's authorized
preferred stock designated as Wireless Group Preferred Tracking Stock.

                  1.       Number and Designation.  1,500,000 shares of the
Preferred Stock of the corporation shall constitute a series designated as
"Wireless Group Preferred Tracking Stock" (the "New Tracking Stock").

<PAGE>

                  2.       Definitions. Unless the context otherwise requires,
when used in this Amendment the following terms shall have the meaning
indicated.

                  "Accrual Period" means, with respect to any calculation of the
Cost of Carry with respect to any shares of New Tracking Stock, the number of
days from the date of initial issuance of such shares of New Tracking Stock to
but not including the Redemption Date.

                  "Amendment" means this Certificate of Amendment of the
Certificate.

                  "AT&T Wireless" means AT&T Wireless Services, Inc., a Delaware
corporation and a wholly-owned subsidiary of the corporation.

                  "AT&T Wireless Common Stock" means the common stock, par value
$0.01 per share, of AT&T Wireless as of and following the Spin-off.

                  "Board of Directors" means the Board of Directors of the
corporation.

                  "Certificate" means the corporation's Restated Certificate of
Incorporation as filed by the Department of State on January 10, 1989, as
amended.

                  "Class A Liberty Media Group Common Stock" means the Class A
Liberty Media Group Common Stock, par value $1.00 per share, of the corporation.

                  "Class B Liberty Media Group Common Stock" means the Class B
Liberty Media Group Common Stock, par value $1.00 per share, of the corporation.

                  "Common Stock" means the Common Stock, par value $1.00 per
share, of the corporation.

                  "Common Stock Group(W)" shall have the meaning set forth in
Article Third, Part C, paragraph 9 of the Certificate as in effect on the date
of this Amendment.

                  "corporation" shall have the meaning set forth in the preamble
to this Amendment.

                  "Cost of Carry" shall mean the applicable interest rate set
forth on the table below for the following time periods (expressed in days,
based on a 360-day year of twelve 30-day months, except for periods of twelve
(12) months or less which will be expressed in actual days of 365 based on a
360-day year according to the money market convention).

<TABLE>
<CAPTION>
 Accrual Period                                    Cost of Carry
 --------------                                    -------------
<S>                                                <C>
 90 days or less                                       6.477%
180 days                                               6.348%
360 days                                               6.336%
540 days                                               6.563%
720 days                                               6.475%
</TABLE>

                                      B91B

<PAGE>

<TABLE>
<S>                                                    <C>
1,080 days                                             6.499%
1,440 days                                             6.673%
1,800 days                                             6.647%
2,160 days                                             6.758%
2,520 days or more                                     6.819%
</TABLE>

         The interest rate that will apply to any Accrual Period between any two
points in the foregoing table will be an interpolated rate, which interpolated
rate will apply to the entire Accrual Period. As an example only: using the rate
6.475% for 720 days and the rate 6.499% for 1,080 days, then (i) the rate for
900 days (half way between the two points) would be 6.487% (half way between the
two rates); (ii) the rate for 810 days (one quarter of the way between the two
points) would be 6.481% (one quarter of the way between the two rates); and
(iii) the rate for 990 days (three quarters of the way between the two points)
would be 6.493% (three quarters of the way between the two rates). The
applicable interest rate will be compounded over the applicable Accrual Period
based on a semi-annual bond equivalent yield using a 360-day year of twelve
30-day months, except for periods of 12 months or less which will be expressed
in actual days of 365 based on a 360-day year according to the money market
convention.

                  "Draft Separation Agreements" means the drafts of the
agreements (and/or term sheets with respect to such agreements) relating to the
Spin-off and the separation of the Wireless Group from the corporation and the
schedules related thereto, in the forms annexed to the Letter Agreement.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor statute, and the rules and regulations promulgated
thereunder.

                  "Investor Agreement" means the Investor Agreement, dated as of
December 20, 2000, by and among the corporation, AT&T Wireless and NTT DoCoMo,
Inc.

                  "Letter Agreement" means the Letter Agreement, dated as of
November 30, 2000, by and among the corporation, AT&T Wireless and NTT DoCoMo,
Inc., together with the term sheet attached thereto and the annexes to such term
sheet.

                  "Liberty Media Group Common Stock" means, collectively, the
Class A Liberty Media Group Common Stock and the Class B Liberty Media Group
Common Stock.

                  "Liquidation Junior Securities" means the Common Stock, the
Wireless Group Common Stock, the Class A Liberty Media Group Common Stock, the
Class B Liberty Media Group Common Stock and each other class of capital stock
of the corporation currently existing or created after the date of this
Amendment the terms of which do not expressly provide that it ranks senior to,
or on a parity with, the New Tracking Stock as to distribution upon involuntary
liquidation, winding-up or dissolution.

                  "Liquidation Parity Securities" means each other class of
capital stock of the corporation created after the date of this Amendment the
terms of which expressly provide that

                                      B92B

<PAGE>

such class will rank pari passu to the New Tracking Stock as to distribution
upon involuntary liquidation, winding-up or dissolution of the corporation.

                  "Liquidation Senior Securities" means each other class of
capital stock of the corporation created after the date of this Amendment the
terms of which expressly provide that such class will rank senior to the New
Tracking Stock as to distribution upon involuntary liquidation, winding-up or
dissolution of the corporation.

                  "Market Value" shall have the meaning set forth in Article
Third, Part C, paragraph 9 of the Certificate as in effect on the date of this
Amendment; provided that the proviso thereto applicable to shares of Common
Stock, Wireless Group Common Stock and any class of Liberty Media Group Common
Stock shall also be applicable to shares of New Tracking Stock.

                  "New Tracking Stock" shall have the meaning set forth in
paragraph 1 of this Amendment.

                  "New Tracking Stock Tax Event" means receipt by the
corporation of an opinion of tax counsel of the corporation's choice, to the
effect that, as a result of any amendment to, clarification of, or change
(including a prospective change) in, the laws (or any interpretation or
application of the laws) of the United States or any political subdivision or
taxing authority thereof or therein (including enactment of any legislation and
the publication of any judicial or regulatory decision, determination or
pronouncement) which amendment, clarification or change is effective, announced,
released, promulgated or issued on or after the date of initial issuance of the
New Tracking Stock, regardless of whether such amendment, clarification or
change is issued to or in connection with a proceeding involving the
corporation, the Common Stock Group(W) or the Wireless Group and whether or not
subject to appeal, there is more than an insubstantial risk that:

                  (i)      for tax purposes, any issuance of New Tracking Stock
         would be treated as a sale or other taxable disposition by the
         corporation or any of its Subsidiaries of any of the assets, operations
         or relevant subsidiaries to which the New Tracking Stock relates,

                  (ii)     the existence of the New Tracking Stock would subject
         the corporation, its Subsidiaries or affiliates, or any of their
         respective successors or shareholders to the imposition of tax or to
         other adverse tax consequences, or

                  (iii)    for tax purposes, either Common Stock or New Tracking
         Stock is not or, at any time in the future, will not be treated solely
         as capital stock of the corporation.

                  "Person" shall mean any individual, corporation, partnership,
limited liability company, joint venture, association, joint stock company,
trust, unincorporated organization, government or agency or political
subdivision thereof, or other entity, whether acting in an individual, fiduciary
or other capacity.

                                      B93B

<PAGE>

                  "Preferred Stock" means the preferred stock, par value $1.00
per share, of the corporation.

                  "Redemption Date" shall have the meaning set forth in
paragraph 5(c).

                  "Securities Purchase Agreement" means the Securities Purchase
Agreement, dated as of December 20, 2000, by and among the corporation, AT&T
Wireless and NTT DoCoMo, Inc..

                  "Spin-off" shall mean the spin-off of AT&T Wireless in
accordance with the Draft Separation Agreements, as amended or revised to the
extent not prohibited by the Investor Agreement.

                  "Subsidiary" means, with respect to any Person, any
corporation, limited liability company or partnership 50% or more of whose
outstanding voting securities or membership or partnership interests, as the
case may be, are, directly or indirectly, owned by such Person.

                  "Tax Event" shall have the meaning set forth in Article Third,
Part C, paragraph 9 of the Certificate as in effect on the date of this
Amendment.

                  "Wireless Group" shall have the meaning set forth in Article
Third, Part C, paragraph 9 of the Certificate as in effect on the date of this
Amendment.

                  "Wireless Group Common Stock" means the Wireless Group Common
Stock, par value $1.00 per share, of the corporation.

                  3.       Voting Rights.

                  (a)      Holders of New Tracking Stock shall be entitled to
two hundred and fifty (250) votes per share of New Tracking Stock, subject to
adjustment as set forth in paragraph 3(b) below. Except as may otherwise be
required in this Amendment or in the Certificate (including the terms of any
class of series of Preferred Stock and any resolution or resolutions providing
for the establishment of such class or series pursuant to authority vested in
the Board of Directors by the Certificate) or by the laws of the State of New
York, the holders of shares of Common Stock, the holders of shares of New
Tracking Stock, the holders of shares of Wireless Group Common Stock, the
holders of shares of Class A Liberty Media Group Common Stock, the holders of
shares of Class B Liberty Media Group Common Stock, the holders of shares of
each other class of common shares, if any, entitled to vote thereon, and the
holders of shares of each other class or series of Preferred Stock, if any,
entitled to vote thereon, shall vote as one class with respect to all matters to
be voted on by shareholders of the corporation, and no separate vote or consent
of the holders of shares of Common Stock, the holders of shares of New Tracking
Stock, the holders of shares of Wireless Group Common Stock, the holders of
shares of Class A Liberty Media Group Common Stock, the holders of shares of
Class B Liberty Media Group Common Stock or the holders of shares of any such
class of common shares or any such class or series of Preferred Stock shall be
required for the approval of any such matter.

                                      B94B

<PAGE>

                  (b)      If the corporation shall in any manner subdivide (by
stock split or otherwise) or combine (by reverse stock split or otherwise) the
outstanding shares of Common Stock, Liberty Media Group Common Stock or Wireless
Group Common Stock, or pay a stock dividend in shares of any class to holders of
that class or shall otherwise effect a share distribution (as defined in Article
Third, Part C, paragraph 3 of the Certificate) of Common Stock, New Tracking
Stock, Wireless Group Common Stock or Liberty Media Group Common Stock, the per
share voting rights of the New Tracking Stock shall be appropriately adjusted so
as to avoid any dilution in the aggregate voting rights of any one class
relative to the other classes.

                  4.       Dividends; Share Distributions.

                  (a)      The holders of the New Tracking Stock shall be
entitled to receive dividends when, as and if declared by the Board of Directors
out of funds of the corporation legally available thereof. So long as any share
of New Tracking Stock remains outstanding, no dividend shall be paid or declared
and no distribution shall be made on any share of Wireless Group Common Stock,
unless dividends shall have first been (or simultaneously shall be) paid to or
declared and set aside for payment on all outstanding shares of New Tracking
Stock in an aggregate amount equal to the product of (i) the per share dividends
declared and to be paid on the Wireless Group Common Stock and (ii) the number
of shares of Wireless Group Common Stock into which all outstanding shares of
New Tracking Stock are convertible immediately prior to the record date of such
dividend. So long as any share of New Tracking Stock remains outstanding, no
share distribution shall be paid or declared and no share distribution shall be
made on any share of Wireless Group Common Stock, unless a share distribution
shall have first have been (or simultaneously shall be) paid to or declared and
set aside for payment on all outstanding shares of New Tracking Stock in an
aggregate amount equal to the product of (i) the per share amount declared and
to be paid on the Wireless Group Common Stock and (ii) the number of shares of
Wireless Group Common Stock into which the New Tracking Stock is convertible
immediately prior to the record date of such share distribution.

                  (b)      Concurrently with the payment of any dividend on
shares of New Tracking Stock at any time when there are no shares of Wireless
Group Common Stock outstanding, at the election of the Board of Directors,
either (x) the Common Stock Group(W) shall receive from the Wireless Group an
aggregate payment of the same kind of cash and/or property that is the subject
of such dividend, which payment shall be equal to the excess, if any, of (i) the
quotient obtained by dividing (A) the aggregate amount of such dividend, as
determined by the Board of Directors, by (B) the Wireless Group Allocation
Fraction, over (ii) the aggregate amount of such dividend, as so determined, or
(y) the Wireless Group Allocation Fraction will be adjusted as described in
paragraph 8 of Article Third, Part C of the Certificate. Any payment to be made
to the Common Stock Group(W) pursuant to the preceding sentence may, at the
discretion of the Board of Directors, be reflected by an allocation or by a
direct transfer of cash or other property.

                  (c)      Concurrently with the making of any share
distribution with respect to the New Tracking Stock at any time when there are
no shares of Wireless Group Common Stock outstanding, at the election of the
Board of Directors, either (x) the Common Stock Group(W) shall receive from the
Wireless Group an aggregate payment of the same kind of property that is

                                      B95B

<PAGE>

the subject of such distribution, which payment shall be equal to the excess, if
any, of (i) the quotient obtained by dividing (A) the aggregate amount of such
distribution, as determined by the Board of Directors, by (B) the Wireless Group
Allocation Fraction, over (ii) the aggregate amount of such dividend, as so
determined, or (y) the Wireless Group Allocation Fraction shall be adjusted as
described in paragraph 8 of Article Third, Part C of the Certificate. Any
payment to be made to the Common Stock Group(W) pursuant to the preceding
sentence may, at the discretion of the Board of Directors, be reflected by an
allocation or by a direct transfer of cash or other property.

                  5.       Redemption of New Tracking Stock.

                  (a)      The corporation shall have the right to redeem all
(but not less than all) outstanding shares of New Tracking Stock if (i) there
has occurred a Tax Event prior to the Spin-off in which the adverse tax
consequences with respect to the Wireless Group Common Stock giving rise to such
Tax Event also give rise to a New Tracking Stock Tax Event and (ii) the
corporation previously or simultaneously redeems all outstanding shares of
Wireless Group Common Stock in accordance with the terms of the Certificate. In
such event, the redemption price per share of New Tracking Stock payable by the
corporation upon such redemption shall be equal to the sum of (w) $11,750, (x)
interest on $11,750 at a rate equal to the applicable Cost of Carry from the
date of initial issuance of such share of New Tracking Stock to but not
including the Redemption Date, (y) additional interest on $11,750 at a rate of
3% per annum from the date of initial issuance of such share of New Tracking
Stock to but not including the Redemption Date and (z) all declared but unpaid
dividends thereon from the date of initial issuance of such share of New
Tracking Stock to but not including the Redemption Date.

                  (b)      The corporation shall have the right to redeem all
(but not less than all) outstanding shares of New Tracking Stock if (i) the
corporation has failed to effect the Spin-off on or prior to April 26, 2002,
(ii) the corporation delivers an officer's certificate to the holders of the New
Tracking Stock to the effect that the Board of Directors has determined to
abandon the Spin-off and the corporation has no intention at the time of such
redemption of the New Tracking Stock to sell or otherwise dispose of the
Wireless Group and (iii) the corporation concurrently redeems all outstanding
shares of the Wireless Group Common Stock. In such event, the redemption price
per share of New Tracking Stock payable by the corporation upon such redemption
shall be equal to the sum of (w) $11,750, (x) interest on $11,750 at a rate
equal to the applicable Cost of Carry from the date of initial issuance of such
share of New Tracking Stock to but not including the Redemption Date, (y)
additional interest on $11,750 at a rate of 3% per annum from the date of
initial issuance of such share of New Tracking Stock to but not including the
Redemption Date and (z) all declared but unpaid dividends thereon from the date
of initial issuance of such share of New Tracking Stock to but not including the
Redemption Date.

                  (c)      At such time or times as the corporation exercises
its right to cause a redemption pursuant to this paragraph 5, the corporation
shall give notice of such redemption to all holders of New Tracking Stock by
mailing by first-class mail a notice of such redemption (a "Redemption Notice"),
not less than thirty (30) nor more than sixty (60) days prior to the date fixed
for such redemption (the "Redemption Date"), to their last addresses as they
appear upon the corporation's books and by simultaneously faxing such notice to
such holders to the fax

                                      B96B

<PAGE>

numbers for such holders as they appear upon the corporation's records. Each
such Redemption Notice shall specify the Redemption Date and the per share
redemption price applicable to such redemption, and shall state that the
redemption price shall be paid upon surrender of the certificates representing
such shares of New Tracking Stock.

                  (d)      Before any holder of shares of New Tracking Stock
shall be entitled to receive the redemption price with respect to its shares of
New Tracking Stock, such holder must surrender, at such office as the
corporation shall specify, the certificates for such shares of New Tracking
Stock duly endorsed to the corporation or in blank or accompanied by proper
instruments of transfer to the corporation or in blank, unless the corporation
shall waive such requirement. The corporation shall, as soon as practicable
after such surrender of certificates representing such shares of New Tracking
Stock, pay to the holder for whose account such shares of New Tracking Stock
were so surrendered, or to such holder's nominee or nominees, the redemption
price specified by paragraph 5(a) or paragraph 5(b), as applicable.

                  (e)      No adjustments in respect of dividends shall be made
upon the redemption of any shares of New Tracking Stock; provided, however,
that, if the Redemption Date with respect to New Tracking Stock shall be
subsequent to the record date for the payment of a dividend or other
distribution thereon or with respect thereto but prior to the payment or
distribution thereof, the registered holders of such shares at the close of
business on such record date shall be entitled to receive the dividend or other
distribution payable on such shares on the date set for payment of such dividend
or other distribution, notwithstanding the redemption of such shares or the
corporation's default in payment of the dividend or distribution due on such
date.

                  (f)      From and after any Redemption Date, all rights of a
holder of shares of New Tracking Stock shall cease except for the right, upon
surrender of the certificates representing such shares of New Tracking Stock, to
receive the redemption price with respect thereto.

                  (g)      If any redemption price to be paid pursuant to this
paragraph 5 is to be paid to a Person other than that in which the certificate
representing shares of New Tracking Stock are surrendered in exchange therefor
is registered, it shall be a condition to the making of such payment that the
Person requesting such payment pays any transfer or other taxes required by
reason of the payment for such shares being made to a person other than the
record holder of the certificate surrendered, or establishes, to the
satisfaction of the corporation or its agent, that such tax has been paid or is
not applicable.

                  6.       Liquidation.

                  (a) In the event of any involuntary liquidation, winding-up or
dissolution of the corporation (an "Involuntary Liquidation"), after payment or
provision for payment of the debts and other liabilities of the corporation and
subject to the prior payment in full of the preferential amounts to which any
class or series of Liquidation Senior Securities is entitled, the holders of
shares of New Tracking Stock shall be entitled to receive for each share of New
Tracking Stock, before any payment or distribution of the assets of the
corporation (whether capital or surplus)

                                      B97B

<PAGE>

shall be made to or set apart for the holders of Liquidation Junior Securities,
an aggregate amount in cash equal to $3.65 billion. Such amount shall be
distributed ratably among the shares of New Tracking Stock outstanding
immediately prior to such Involuntary Liquidation. If, upon any such Involuntary
Liquidation, the assets of the corporation, or proceeds thereof, shall be
insufficient to pay in full the amount set forth in the preceding sentence and
all other preferential liquidation payments with respect to Liquidation Parity
Securities, then such assets, or proceeds thereof, shall be distributed among
the shares of New Tracking Stock and all such other Liquidation Parity
Securities ratably in accordance with the respective amounts that would be
payable on such shares of New Tracking Stock and any such other Liquidation
Parity Securities if all amounts payable thereon were paid in full. After the
payment set forth in the first sentence of this paragraph 6(a) shall have been
made in full to the holders of the New Tracking Stock, and subject to the prior
payment in full of the preferential amounts to which any class or series of
Preferred Stock is entitled, the remaining assets of the corporation available
for distribution shall be distributed among the holders of the New Tracking
Stock and the holders of the Common Stock, the holders of the Class A Liberty
Media Group Common Stock, the holders of the Class B Liberty Media Group Common
Stock and the holders of the Wireless Group Common Stock, with each holder of
New Tracking Stock deemed to hold and to have converted such holder's shares of
New Tracking Stock into that number of shares of Wireless Group Common Stock
into which the number of shares of New Tracking Stock held by such holder as of
the date of the Involuntary Liquidation was convertible for all intents and
purposes as if such shares had been converted to Wireless Group Common Stock as
of the date of such Involuntary Liquidation, in each case in accordance with the
liquidation provisions set forth in Article Third, Part C, paragraph 6 of the
Certificate, it being understood that in such event the Market Capitalization of
the Wireless Group Common Stock shall be determined by including in the number
of outstanding shares of Wireless Group Common Stock such shares deemed issued
with respect to such conversion; provided that any amounts payable with respect
to a share of New Tracking Stock pursuant to this sentence shall be reduced by
the amount paid with respect to such share in the first sentence of this
paragraph 6(a).

                  (b)      In the event of any liquidation, winding-up or
dissolution of the corporation other than an Involuntary Liquidation as provided
in paragraph 6(a), effective as of immediately prior to the time of such
liquidation, winding-up or dissolution, without any action on the part of the
corporation or any holder of New Tracking Stock, each share of New Tracking
Stock shall be automatically converted into a number of shares of Wireless Group
Common Stock at the then applicable Conversion Rate, and the certificates
representing shares of New Tracking Stock held by such holder immediately prior
to such conversion shall thereafter, without any surrender of such certificates,
represent shares of Wireless Group Common Stock. 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 class or series of
Preferred Stock is entitled, the assets of the corporation available for
distribution shall be distributed among the holders of the Common Stock, the
holders of the Class A Liberty Media Group Common Stock, the holders of the
Class B Liberty Media Group Common Stock and the holders of the Wireless Group
Common Stock (including the Wireless Group Common Stock issued on conversion of
the New Tracking Stock as provided in the immediately preceding sentence), with
each holder of New Tracking Stock (as of immediately prior to such liquidation,
winding-up or dissolution) receiving in the distribution the amount to which
such holder is entitled by virtue of such holder's ownership of shares of
Wireless Group Common Stock into which such New

                                      B98B

<PAGE>

Tracking Stock was converted as contemplated by the immediately preceding
sentence, in each case in accordance with the liquidation provisions set forth
in Article Third, Part C, paragraph 6 of the Certificate.

                  (c)      Neither the consolidation or merger of the
corporation with or into any other corporation or corporations nor the sale,
transfer or lease of all or substantially all the assets of the corporation
itself shall be deemed to be a voluntary or involuntary liquidation, dissolution
or winding-up of the corporation within the meaning of this paragraph 6. Any
transaction or series of related transactions that results in all of the assets
and liabilities included in the Wireless Group being held by one or more
Wireless Group Subsidiaries, and the distribution of some or all of the shares
of such Wireless Group Subsidiaries (and no other material assets or
liabilities) to the holders of the outstanding Wireless Group Common Stock shall
not constitute a voluntary or involuntary liquidation, dissolution or winding up
of the corporation for purposes of this Amendment but shall be subject to
paragraph 4 of Part C of Article Third of the Certificate and, in the case of
the Spin-off, to paragraph 8 of this Amendment. Any transaction or series of
related transactions that results in all of the assets and liabilities included
in the Liberty Media Group being held by one or more Liberty Media Group
Subsidiaries (as defined in paragraph 5(a) of Part B of Article Third of the
Certificate), and the distribution of such Liberty Media Group Subsidiaries (and
no other material assets or liabilities) to the holders of the outstanding
Liberty Media Group Common Stock shall not constitute a voluntary or involuntary
liquidation, dissolution or winding up of the corporation for purposes of this
Amendment, but shall be subject to paragraph 5(a) of Part B of Article Third of
the Certificate.

                  7.       Conversion.

                  (a) Prior to the Spin-off, and subject to the provisions of
this paragraph 7, the New Tracking Stock shall be convertible at the election of
the holders thereof, at any time into fully paid and non-assessable shares of
Wireless Group Common Stock; provided that such conversion is in respect to all
(and not less than all) shares of New Tracking Stock. In the event of such
conversion, each outstanding share of New Tracking Stock shall be convertible
into five hundred (500) shares of Wireless Group Common Stock (the "Conversion
Rate") as of the date of the conversion subject to adjustment from time to time
pursuant to paragraph 7(e).

                  (b) (i) In order to exercise the conversion privilege, all
holder(s) of the shares of New Tracking Stock to be converted shall surrender
the certificate(s) representing such shares at the principal executive offices
of the corporation, with a written notice of election to convert completed and
signed. Unless the shares issuable on conversion are to be issued in the same
name as the name in which such shares of New Tracking Stock are registered, each
share surrendered for conversion shall be accompanied by instruments of
transfer, in form satisfactory to the corporation, duly executed by the holder
or the holder's duly authorized attorney, and an amount sufficient to pay any
transfer or similar tax.

                  (ii) As promptly as practicable after the surrender by the
holder(s) of all certificates for shares of New Preferred Stock as aforesaid,
the corporation shall issue and shall deliver to such holder(s), or on the
holder's or holders' written order to the holder's or holders'

                                      B99B

<PAGE>

transferee(s), a certificate or certificates for the whole number of shares of
Wireless Group Common Stock issuable upon the conversion of such shares in
accordance with the provisions of this paragraph 7.

                  (iii) Each conversion of shares of New Tracking Stock pursuant
to this paragraph 7 shall be deemed to have been effected immediately prior to
the close of business on the date on which the certificates for shares of New
Tracking Stock shall have been surrendered and such notice received by the
corporation as aforesaid, and the person in whose name or names any certificate
or certificates for shares of Wireless Group Common Stock shall be issuable upon
such conversion shall be deemed to have become the holder of record of the
shares of Wireless Group Common Stock represented thereby at such time on such
date and such conversion shall be into a number of shares of Wireless Group
Common Stock in respect of the shares of New Tracking Stock being converted as
determined in accordance with this paragraph 7 at such time on such date. All
shares of Wireless Group Common Stock delivered upon conversion of the New
Tracking Stock will upon delivery be duly and validly issued and fully paid and
non-assessable, free of all liens and charges created by acts or omissions of
the corporation and not subject to any preemptive rights. Upon the surrender of
certificates representing the shares of New Tracking Stock to be converted, the
shares to be so converted shall no longer be deemed to be outstanding and all
rights of a holder with respect to such shares surrendered for conversion shall
immediately terminate except the right to receive the Wireless Group Common
Stock and other amounts payable pursuant to this paragraph 7.

                  (c) (i) The corporation covenants, notwithstanding any prior
redemption or exchange of all outstanding shares of Wireless Group Common Stock,
(y) that for so long as any shares of New Tracking Stock are outstanding or
issuable upon conversion or exchange of other securities outstanding, it will at
all times reserve and keep available, free from preemptive rights, such number
of its authorized but unissued shares of Wireless Group Common Stock as shall be
required for the purpose of effecting conversions of the New Tracking Stock and
(z) that for so long as any shares of New Tracking Stock are outstanding or
issuable upon conversion or exchange of other securities outstanding, the
provisions of Article Third, Part C governing the terms of Wireless Group Common
Stock shall remain fully operable and in effect.

                  (ii) Prior to the delivery of any securities which the
corporation shall be obligated to deliver upon conversion of the New Tracking
Stock, the corporation shall comply with all applicable federal and state laws
and regulations which require action to be taken by the corporation.

                  (d) The corporation will pay any and all documentary stamp or
similar issue or transfer taxes payable in respect of the issue or delivery of
shares of Wireless Group Common Stock on conversion of the New Tracking Stock
pursuant hereto; provided that the corporation shall not be required to pay any
tax which may be payable in respect of any transfer involved in the issue or
delivery of shares of Wireless Group Common Stock in a name other than that of
the holder of the New Tracking Stock to be converted and no such issue or
delivery shall be made unless and until the person requesting such issue or
delivery has paid to the corporation the amount of any such tax or has
established, to the satisfaction of the corporation, that such tax has been
paid.

                                      B100B

<PAGE>

                  (e) (i) In case the corporation shall at any time after the
date of initial issuance of the New Tracking Stock (A) declare a dividend or
make a distribution on Wireless Group Common Stock payable in Wireless Group
Common Stock, (B) subdivide or split the outstanding Wireless Group Common
Stock, (C) combine or reclassify the outstanding Wireless Group Common Stock
into a smaller number of shares, (D) issue any shares of its capital stock in a
reclassification of Wireless Group Common Stock (including any such
reclassification in connection with a consolidation or merger in which the
corporation is the continuing corporation), or (E) consolidate with, or merge
with or into, any other person, the Conversion Rate in effect at the time of the
record date for such dividend or distribution or on the effective date of such
subdivision, split, combination, consolidation, merger or reclassification shall
be adjusted so that the conversion of the New Tracking Stock after such time
shall entitle the holder to receive the aggregate number of shares of Wireless
Group Common Stock or other securities of the corporation (or other securities
into which such shares of Wireless Group Common Stock have been converted,
exchanged, combined, consolidated, merged or reclassified pursuant to clause
7(e)(i)(C), 7(e)(i)(D) or 7(e)(i)(E) above) which, if the New Tracking Stock had
been converted immediately prior to such time, such holder would have owned upon
such conversion and been entitled to receive by virtue of such dividend,
distribution, subdivision, split, combination, consolidation, merger or
reclassification. Such adjustment shall be made successively whenever an event
listed above shall occur.

                  (ii) In the event that, at any time as a result of the
provisions of this paragraph 7(e), a holder of New Tracking Stock upon
subsequent conversion shall become entitled to receive any shares of capital
stock of the corporation other than Wireless Group Common Stock, the number of
such other shares so receivable upon conversion of New Tracking Stock shall
thereafter be subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions contained in this
Amendment.

                  (g) All adjustments pursuant to this paragraph 7 shall be
notified to the holders of the New Tracking Stock and such notice shall be
accompanied by a schedule of computations of the adjustments; such notice shall
be simultaneously faxed to such holders to the fax numbers for such holders as
they appear upon the corporation's records.

                  8.       Exchange in Connection with Spin-off.

                  (a) If any holder of New Tracking Stock shall not have
converted such holder's shares of New Tracking Stock into shares of Wireless
Group Common Stock prior to the record date set by the Board of Directors for
the Spin-off, effective as of immediately prior to the effective time of the
Spin-off, without any action on the part of the corporation, AT&T Wireless or
such holder, each share of such holder's New Tracking Stock shall be
automatically converted (and to have been converted as of such record date) into
a number of shares of Wireless Group Common Stock at the Conversion Rate and
each such share of Wireless Group Common Stock into which the New Tracking Stock
has been converted shall be exchanged at the effective time of the Spin-off for
the number of shares of AT&T Wireless Common Stock issuable with respect to one
share of Wireless Group Common Stock pursuant to the Spin-off. For the avoidance
of doubt, the Spin-off shall be effected by the corporation as a Board Required
Exchange (as

                                      B101B

<PAGE>

defined in the Certificate) pursuant to Article Third, Part C, paragraphs 4 and
5 of the Certificate and, in that regard, the shares of AT&T Wireless Common
Stock to be issued upon consummation of the Spin-off shall be deemed "Exchange
Shares" thereunder.

                  (b)      No adjustments in respect of dividends shall be made
upon the exchange of any shares of New Tracking Stock; provided, however, that,
if the date of consummation of the Spin-off shall be subsequent to the record
date for the payment of a dividend or other distribution on the New Tracking
Stock or with respect thereto but prior to the payment or distribution thereof,
the registered holders of such shares of New Tracking Stock at the close of
business on such record date shall be entitled to receive the dividend or other
distribution payable on such shares on the date set for payment of such dividend
or other distribution, notwithstanding the conversion and exchange of such
shares or the corporation's default in payment of the dividend or distribution
due on such date.

                  (c)      The corporation shall give notice of the Spin-off to
all holders of New Tracking Stock, by mailing by first-class mail a notice of
such exchange (an "Exchange Notice"), not less than thirty (30) nor more than
sixty (60) days prior to the date fixed for such exchange (the "Exchange Date")
to their last addresses as they appear upon the corporation's books and by
simultaneously faxing such notice to such holders to the fax numbers for such
holders as they appear upon the corporation's records. Each such Exchange Notice
shall specify the Exchange Date and the Exchange Rate (as defined in the
Certificate) applicable to such exchange, and shall state that issuance of
certificates representing AT&T Wireless Common Stock to be received upon
conversion and exchange of shares of New Tracking Stock shall be upon surrender
of certificates representing such shares of New Tracking Stock.

                  (d)      Before any holder of shares of New Tracking Stock
shall be entitled to receive certificates representing such shares of AT&T
Wireless Common Stock, such holder must surrender, at such office as the
corporation shall specify, certificates for such shares of New Tracking Stock
duly endorsed to the corporation or in blank or accompanied by proper
instruments of transfer to the corporation or in blank, unless the corporation
shall waive such requirement; no certificates representing the shares of
Wireless Group Common Stock into which the New Tracking Stock is converted
immediately prior to the exchange for shares of AT&T Wireless Common Stock shall
be issued and, accordingly, no surrender of such certificates shall be required
in connection with the exchange for shares of AT&T Wireless Common Stock upon
consummation of the Spin-off. The corporation shall, as soon as practicable
after such surrender of certificates representing such shares of New Tracking
Stock, issue and deliver, at the office of the transfer agent representing
shares of AT&T Wireless Common Stock, to the holder for whose account such
shares of New Tracking Stock were so surrendered, or to such holder's nominee or
nominees, certificates representing the number of shares of AT&T Wireless Common
Stock to which such holder shall be entitled.

                  (e)      From and after the consummation of the Spin-off, all
rights of a holder of shares of New Tracking Stock immediately prior to the
conversion and exchange contemplated by this paragraph 8 shall cease except for
the right, upon surrender of the certificates representing such shares of New
Tracking Stock, to receive certificates representing shares of AT&T Wireless
Common Stock and together with the rights to dividends as described

                                      B102B

<PAGE>

in paragraph 8(c). No holder of a certificate that immediately prior to the
consummation of the Spin-off represented shares of New Tracking Stock shall be
entitled to receive any dividend or other distribution with respect to shares of
AT&T Wireless Common Stock until surrender of such holder's certificate for a
certificate or certificates representing shares of AT&T Wireless Common Stock.
Upon surrender, the holder shall receive the amount of any dividends or other
distributions (without interest) that were payable with respect to a record date
after the date of consummation of the Spin-off, but that were not paid by reason
of the foregoing with respect to the number of shares of AT&T Wireless Common
Stock represented by the certificate or certificates issued upon such surrender.
From and after the date of consummation of the Spin-off, the corporation shall,
however, be entitled to treat certificates for New Tracking Stock that have not
yet been surrendered for conversion and exchange as evidencing the ownership of
the number of shares of AT&T Wireless Common Stock for which the shares of New
Tracking Stock represented by such certificates have been converted and
exchanged pursuant to this paragraph 8, notwithstanding the failure to surrender
such certificates.

                  (f)      If any certificate for shares of AT&T Wireless Common
Stock is to be issued in a name other than that in which the certificate
representing shares of New Tracking Stock surrendered in exchange therefor is
registered, it shall be a condition of such issuance that the person requesting
the issuance pays any transfer or other taxes required by reason of the issuance
of certificates for such shares of AT&T Wireless Common Stock in a name other
than that of the record holder of the certificate surrendered, or establishes,
to the satisfaction of the corporation or its agent, that such tax has been paid
or is not applicable. Under no circumstances shall the corporation be liable to
a holder of shares of New Tracking Stock for any shares of AT&T Wireless Common
Stock or dividends or distributions thereon delivered to a public official
pursuant to any applicable abandoned property, escheat or similar law.

                  (g)      In the event the Spin-off is to be effected by
spinning off an entity other than AT&T Wireless, all references in this
Amendment to AT&T Wireless shall be deemed to refer to such other entity and all
references in this Amendment to AT&T Wireless Common Stock shall be deemed to
refer to the publicly traded common stock of such other entity outstanding as of
and following the Spin-off. For purposes of this paragraph 8, any spin-off
meeting the definition of Spin-off as set forth in paragraph 1 shall be deemed
to be the Spin-off, regardless of when such spin-off is consummated.

                                      B103B

<PAGE>

                                       IV.

                  The amendments of the Certificate of Incorporation effected by
this Certificate were authorized by action of the Board of Directors of the
corporation pursuant to Section 502 of the Business Corporation Law.

                                      B104B

<PAGE>

                  IN WITNESS WHEREOF, we have made and subscribed this
Certificate this 19th day of January, 2001.

                                     By:    C. Michael Armstrong
                                            --------------------
                                     Name:  C. Michael Armstrong
                                     Title: Chairman and Chief Executive Officer

[Corporate Seal]

<PAGE>

                            CERTIFICATE OF AMENDMENT

                                     of the

                          CERTIFICATE OF INCORPORATION

                                       of

                                   AT&T CORP.

                Under Section 805 of the Business Corporation Law

         We, the undersigned, being a Vice President and an Assistant Secretary,
respectively, of AT&T Corp., do hereby certify as follows:

         FIRST:The name of the corporation is AT&T Corp.

         SECOND:  The Certificate of Incorporation of the corporation was filed
by the Department of State on March 3, 1885 under the name American Telephone
and Telegraph Company. A Certificate of Amendment of the Certificate of
Incorporation was filed in the office of the Secretary of State of the State of
New York on April 20, 1994, changing the name of the corporation to AT&T Corp.

         THIRD:   (a) The Certificate of Incorporation of the corporation is
hereby amended to set the required vote for shareholder approval of a merger or
consolidation of the corporation, a sale, lease, exchange or other disposition
of all or substantially all the assets of the corporation, or a dissolution of
the corporation, at a majority of the votes of all outstanding shares of the
corporation entitled to vote thereon.

         (b) To effect the foregoing, a new Article TENTH is hereby added to the
Certificate of Incorporation, reading in its entirety as set forth below:

         TENTH. (a) The required vote for authorization by shareholders of a
merger or consolidation of the corporation, pursuant to Section 903 of the
Business Corporation Law, shall be a majority of the votes of the shares of the
corporation entitled to vote thereon. Such vote shall be in addition to any
class vote that may be required by Section 903 of the Business Corporation Law.

         (b) The required vote for approval by shareholders of a sale, lease,
exchange or other disposition of all or substantially all the assets of the
corporation, pursuant to Section 909 of the Business Corporation Law, shall be a
majority of the votes, of all outstanding shares of the corporation entitled to
vote thereon.

         (c) The required vote for authorization by shareholders of a
dissolution of the corporation, pursuant to Section 1001 of the Business
Corporation Law, shall be a majority of the

<PAGE>

votes of all outstanding shares of the corporation entitled to vote thereon.

         FOURTH:  The manner in which the foregoing amendment of said
Certificate of Incorporation of the corporation was authorized was by the vote
of the holders of a majority of the votes of all outstanding shares entitled to
vote thereon at a meeting of shareholders, subsequent to the approval of the
foregoing amendment by the unanimous written consent of the board of directors
of the corporation.

         IN WITNESS WHEREOF, we have subscribed this document on May 25, 2001,
and do hereby affirm, under penalties of perjury, that the statements contained
herein have been examined by us and are true and correct.

                                           By:      /s/  Marilyn J. Wasser
                                                    ----------------------------
                                                    Name:  Marilyn J. Wasser
                                                    Title: Vice President

                                           By:      /s/  Robert S. Feit
                                                    ----------------------------
                                                    Name:  Robert S. Feit
                                                    Title: Assistant Secretary

[Corporate Seal]

<PAGE>

                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                                   AT&T CORP.

                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

                  Pursuant to the provisions of Section 805 of the BUSINESS
CORPORATION LAW, the undersigned, being the Vice President-Law and Secretary of
AT&T CORP., a New York corporation (the "corporation"), hereby certify that:

                                       I.

                  The name of the corporation is AT&T Corp.

                                       II.

                  The Certificate of Incorporation of the corporation was filed
by the Department of State on March 3, 1885 under the name American Telephone
and Telegraph Company.

                  A Certificate of Amendment of the Certificate of Incorporation
was filed in the office of the Secretary of State of the State of New York on
April 20, 1994, changing the name of the corporation to AT&T Corp.

                                      III.

                  The Certificate of Incorporation of the corporation is hereby
amended pursuant to authority vested in the Board of Directors by the
Certificate of Incorporation of the corporation, as heretofore amended, and in
accordance with Section 502 of the Business Corporation Law, by the addition of
the following provision, stating the number, designation, relative rights,
preferences and limitations of a series of the corporation's authorized
preferred shares designated as Subsidiary Exchangeable Preferred Stock.

                  (A)      Number and Designation. 2,000,000 shares of the
Preferred Stock of the corporation shall constitute a series designated as
"Subsidiary Exchangeable Preferred Stock" (the "Subsidiary Preferred Stock").

<PAGE>

                  (B)      Dividends and Distributions.

                  (1)      (i) Subject to the rights of the holders of any
shares of any series of Preferred Stock (or any similar stock) ranking prior and
superior to the Subsidiary Preferred Stock with respect to dividends, the
holders of shares of Subsidiary Preferred Stock, in preference to the holders of
Common Stock (as defined in Article THIRD of the Certificate of Incorporation)
of the corporation, and of any other junior stock, shall be entitled to receive,
when, as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on the first day
of March, June, September and December in each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"), commencing on the
first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Subsidiary Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of:

                  (a) $1 or

                  (b) subject to the provision for adjustment set forth in
paragraph (A)(ii) below, (1) 1000 times the aggregate per share amount of all
cash dividends, and (2) 1000 times the aggregate per share amount (payable in
kind) of all non-cash dividends or other distributions (including dividends or
other distributions of common shares other than Common Stock), declared on the
Common Stock since the immediately preceding Quarterly Dividend Payment Date or,
with respect to the first Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Subsidiary Preferred Stock
provided however that in lieu of any dividends payable in shares of Common Stock
or payable as a result of a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), the adjustments set forth in this
Certificate of Designations shall be made.

         (ii) In the event the corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the amount to which holders of shares of Subsidiary Preferred
Stock were entitled immediately prior to such event under clause (b) of the
preceding paragraph (A)(i) shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

                  (2)      The corporation shall declare a dividend or
distribution on the Subsidiary Preferred Stock as provided in paragraph (A)(i)
of this Section immediately after it declares a dividend or distribution on the
Common Stock (other than a dividend payable in shares of Common Stock); provided
that, in the event no dividend or distribution shall have been declared on the
Common Stock during the period between any Quarterly Dividend Payment Date and
the next subsequent Quarterly Dividend Payment Date, a dividend of $1 per share
on the Subsidiary Preferred Stock shall nevertheless be payable on such
subsequent Quarterly Dividend Payment Date.

<PAGE>

                  (3)      Dividends shall begin to accrue and be cumulative on
outstanding shares of Subsidiary Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares, unless the date of
issue of such shares is prior to the record date for the first Quarterly
Dividend Payment Date, in which case dividends on such shares shall begin to
accrue from the date of issue of such shares, or unless the date of issue is a
Quarterly Dividend Payment Date or is a date after the record date for the
determination of holders of shares of Subsidiary Preferred Stock entitled to
receive a quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall
not bear interest. Dividends paid on the shares of Subsidiary Preferred Stock in
an amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. The Board of Directors may fix a
record date for the determination of holders of shares of Subsidiary Preferred
Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be the same date as that fixed for the
determination of holders of Common Stock entitled to receive payment of the
corresponding dividend or distribution, or if there is no corresponding dividend
or distribution on the Common Stock, which record date shall be not more than 60
days prior to the date fixed for the payment thereof.

                  (C)      Voting Rights. The holders of shares of Subsidiary
Preferred Stock shall have the following voting rights:

                  (1)      Subject to the provision for adjustment hereinafter
set forth, each share of Subsidiary Preferred Stock shall entitle the holder
thereof to 1000 votes on all matters submitted to a vote of the stockholders of
the corporation. In the event the corporation shall at any time declare or pay
any dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the number of votes per share to which holders of shares of
Subsidiary Preferred Stock were entitled immediately prior to such event shall
be adjusted by multiplying such number by a fraction, the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                  (2)      Except as otherwise provided herein, in any other
Certificate of Designations creating a series of Preferred Stock or any similar
stock, or by law, the holders of shares of Subsidiary Preferred Stock and the
holders of shares of Common Stock and any other capital stock of the corporation
having general voting rights shall vote together as one class on all matters
submitted to a vote of stockholders of the corporation.

                  (3)      Except as set forth herein, or as otherwise provided
by law, holders of Subsidiary Preferred Stock shall have no special voting
rights and their consent shall not be required (except to the extent they are
entitled to vote with holders of Common Stock as set forth herein) for taking
any corporate action.

<PAGE>

                  (D)      Certain Restrictions.

                  (1)      Whenever quarterly dividends or other dividends or
distributions payable on the Subsidiary Preferred Stock as provided in Section 2
are in arrears (which for purposes of clarification shall not include any
failure to make any payment as a result of a waiver by the holders thereof),
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Subsidiary Preferred Stock outstanding shall have
been paid in full, the corporation shall not:

                  First:       declare or pay dividends, or make any other
distributions, on any shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Subsidiary Preferred Stock;

                  Second:      declare or pay dividends, or make any other
distributions, on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Subsidiary
Preferred Stock, except dividends paid ratably on the Subsidiary Preferred Stock
and all such parity stock on which dividends are payable or in arrears in
proportion to the total amounts to which the holders of all such shares are then
entitled;

                  Third:       redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Subsidiary Preferred Stock,
provided that the corporation may at any time redeem, purchase or otherwise
acquire shares of any such junior stock in exchange for shares of any stock of
the corporation ranking junior (either as to dividends or upon dissolution,
liquidation or winding up) to the Subsidiary Preferred Stock; or

                  Fourth:      redeem or purchase or otherwise acquire for
consideration any shares of Subsidiary Preferred Stock, or any shares of stock
ranking on a parity with the Subsidiary Preferred Stock, except in accordance
with a purchase offer made in writing or by publication (as determined by the
Board of Directors) to all holders of such shares upon such terms as the Board
of Directors, after consideration of the respective annual dividend rates and
other relative rights and preferences of the respective series and classes,
shall determine in good faith will result in fair and equitable treatment among
the respective series or classes.

                  (2)      The corporation shall not permit any subsidiary of
the corporation to purchase or otherwise acquire for consideration any shares of
stock of the corporation unless the corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.

                  (E)      Liquidation, Dissolution or Winding Up. Subject to
the provisions of the Certificate of Incorporation (including limitations on
distributions to Preferred Stock), upon any liquidation, dissolution or winding
up of the corporation, no distribution shall be made (1) to the holders of
shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Subsidiary Preferred Stock unless, prior
thereto, the holders of shares of Subsidiary Preferred Stock shall have received
$1000 per share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment,
provided that the holders of shares of Subsidiary Preferred Stock shall be
entitled to

<PAGE>

receive an aggregate amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 1000 times the aggregate amount to be
distributed per share to holders of shares of Common Stock, provided, further,
that on involuntary liquidation, dissolution or winding up of the corporation,
the aggregate amount that all shares of Subsidiary Preferred Stock shall be
entitled to receive (prior to shares of stock ranking junior to it) shall be no
greater than $500,000,000, with holders of Subsidiary Preferred Stock entitled
to any shortfall or any amount otherwise payable on a pro rata basis with
holders of Common Stock or (2) to the holders of shares of stock ranking on a
parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Subsidiary Preferred Stock, except distributions made ratably on the
Subsidiary Preferred Stock and all such parity stock in proportion to the total
amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. In the event the corporation shall at
any time declare or pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the aggregate amount to which
holders of shares of Subsidiary Preferred Stock were entitled immediately prior
to such event under the proviso in clause (1) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                  (F)      Consolidation, Merger, etc. In case the corporation
shall enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then in any such case each share
of Subsidiary Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 1000 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Subsidiary Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                  (G)      Redemption.

                  (1)      At any time, the Board of Directors may redeem shares
of Subsidiary Preferred Stock for Common Stock at a ratio of 1000 shares of
Common Stock per share of Subsidiary Preferred Stock. In the event the
corporation shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or

<PAGE>

combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the number of shares of Common Stock set forth in the preceding
sentence with respect to the redemption of shares of Subsidiary Preferred Stock
shall be adjusted by multiplying such amount by a fraction, the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

                  (2)      At any time following the first issuance of a class
or series of common stock of the corporation intended to represent the financial
performance of the corporation's broadband business ("Broadband Group Common
Stock"), the Board of Directors may redeem shares of Subsidiary Preferred Stock
for Broadband Group Common Stock at a ratio to be determined by the Board of
Directors based on the fair market values of Broadband Group Common Stock and
Subsidiary Preferred Stock, as determined by the Board of Directors. All such
determinations shall be in the sole discretion of the Board of Directors, and
all such determinations shall be final and binding.

                  (3)      Any redemption pursuant to this Section 7 shall be
pursuant to notice and other procedures as determined by the Board of Directors.

                  (H)      Rank. The Subsidiary Preferred Stock shall rank, with
respect to the payment of dividends and the distribution of assets, junior to
all series of any other class of the corporation's Preferred Stock.

                  (I)      Amendment. The Certificate of Incorporation of the
corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Subsidiary Preferred
Stock so as to affect them adversely without the affirmative vote of the holders
of at least two-thirds of the outstanding shares of Subsidiary Preferred Stock,
voting together as a single class.

                                       IV.

         The amendments of the Certificate of Incorporation effected by this
Certificate were authorized by action of the Board of Directors of the
corporation pursuant to Section 502 of the Business Corporation Law.

<PAGE>

         IN WITNESS WHEREOF, we have made and subscribed this Certificate this
20th day of June, 2001.

                                         By:   /s/    Marilyn. J. Wasser
                                               ------------------------------
                                               Name:  Marilyn. J. Wasser
                                               Title: Vice President -Law and
                                                       Secretary

                                         By:   /s/    Michael Berg
                                               -----------------------------
                                               Name:  Michael Berg
                                               Title: Assistant Secretary

[Corporate Seal]

<PAGE>

                            CERTIFICATE OF AMENDMENT

                     OF THE CERTIFICATE OF INCORPORATION OF

                                   AT&T CORP.

                     UNDER SECTION 805 OF THE NEW YORK STATE
                            BUSINESS CORPORATION LAW

         We, the undersigned, being a Vice President and an Assistant Secretary
respectively, of AT&T Corp., do hereby certify as follows:

                  FIRST:  The name of the corporation is AT&T Corp.

                  SECOND: The Certificate of Incorporation of the corporation
         was filed by the Department of State on March 3, 1885, under the name
         American Telephone and Telegraph Company.

                  THIRD: (a) The Certificate of Incorporation of the corporation
         is hereby amended to:

                  (1) effect a reverse stock split, pursuant to which every five
                      shares of AT&T Common Stock, par value $1.00 per share,
                      outstanding immediately prior to the reverse stock split
                      will represent one share of AT&T Common Stock, par value
                      $1.00 per share, after the reverse stock split, subject to
                      the payment of cash in lieu of fractional shares. As of
                      the most recent practicable date, November 15, 2002, there
                      was a total of 3,853,170,534.5142 issued shares of AT&T
                      Common Stock, par value $1.00 per share. Giving effect to
                      the reverse stock split and including fractional shares
                      for which shareholders will instead receive cash in lieu
                      thereof, there will be 770,634,106.9028 issued shares of
                      AT&T Common Stock, par value $1.00 per share.

                  (2) reduce the number of authorized common shares of the
                      corporation from 16,400,000,000 to 2,500,000,000, and
                      delete references to the following authorized but unissued
                      classes of common shares of the corporation, which as a
                      result of this change will no longer be authorized classes
                      of common shares of the corporation: 4,000,000,000 shares
                      of Class A Liberty Media Group Common Stock, par value
                      $1.00 per share, 400,000,000 shares of Class B Liberty
                      Media Group Common Stock, par value $1.00 per share and
                      6,000,000,000 shares of Wireless Group Common Stock, par
                      value $1.00 per share.

<PAGE>

                  (b)      To effect the foregoing, and certain related
technical changes, Article THIRD of the Certificate of Incorporation of the
corporation is hereby amended as set forth below:

         PART A IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:

                  "The aggregate number of shares which the corporation is
         authorized to issue is two billion six hundred million (2,600,000,000)
         shares, consisting of one hundred million (100,000,000) preferred
         shares having a par value of $1.00 per share ("Preferred Stock") and
         two billion five hundred million (2,500,000,000) common shares, of
         which two billion five hundred million (2,500,000,000) common shares
         shall be Common Stock having a par value of $1.00 per share ("Common
         Stock").

                  Without regard to any other provision of Certificate of
         Incorporation of the corporation, as the same may be amended from time
         to time (this "Certificate"), every five shares of Common Stock, either
         issued and outstanding or held by the Corporation as treasury stock, in
         each case at the close of trading on November 18, 2002, shall be
         automatically reclassified as and changed (without any further act)
         into one fully-paid and nonassessable share of Common Stock, subject to
         the payment of cash in lieu of fractional shares."

         PARTS B AND C OF ARTICLE THIRD ARE HEREBY DELETED IN THEIR ENTIRETY,
AND PART D OF ARTICLE THIRD IS HEREBY REDESIGNATED AS PART B OF ARTICLE THIRD
AND SHALL OTHERWISE REMAIN UNCHANGED.

                  FOURTH: The manner in which the foregoing amendment of said
         Certificate of Incorporation of the corporation was authorized was by
         the vote of the holders of a majority of all outstanding shares of the
         corporation entitled to vote thereon at a meeting of shareholders,
         subsequent to the unanimous vote of our board of directors.

<PAGE>

         IN WITNESS WHEREOF, we have subscribed this document on November 18,
2002 and do hereby affirm, under the penalties of perjury, that the statements
contained herein have been examined by us and are true and correct.

                                   By: /s/ Robert S. Feit
                                       --------------------------
                                   Name:   Robert S. Feit
                                   Title:  Vice President -- Law and Secretary

                                   By: /s/ David J. Pester
                                       ---------------------------
                                   Name:   David J. Pester
                                   Title:  Assistant Secretary