CERTIFICATE OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
KING WORLD PRODUCTIONS, INC.
KING WORLD PRODUCTIONS, INC., a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY
as follows:
FIRST: that at a meeting of the Board of Directors of the Corporation
held on November 11, 1998, a resolution was duly passed setting forth a proposed
amendment to the Restated Certificate of Incorporation of the Corporation,
declaring such amendment to be advisable and directing that such amendment be
submitted to the stockholders of the Corporation for their approval at the
annual meeting of stockholders to be held on January 28, 1999 (the "Annual
Meeting"). The resolution approving the proposed amendment is as follows:
"RESOLVED, that the Board of Directors hereby proposes, approves and
declares the advisability of amendments to Sections 1 and 2 of Article VI
of the Restated Certificate of Incorporation of the Corporation to provide
for the annual election of the Corporation's Board of Directors, and in
connection with such changes, that Sections 1 and 2 of Article VI of the
Restated Certificate of Incorporation be amended to read in their entirety
as follows:
'1. Except as otherwise fixed by or pursuant to the provisions
of Article IV hereof relating to the rights of the holders of any
class or series of stock having a preference over the Common Stock as
to dividends or upon liquidation, the number of the directors of the
Corporation shall be fixed from time to time by or pursuant to the
By-laws of the Corporation. The directors, other than those who may be
elected by the holders of the Preferred Stock or any other class or
series of stock having a preference over the Common Stock as to
dividends or upon liquidation pursuant to the terms of this
Certificate of Incorporation or any resolution or resolutions
providing for the issue of such class or series of stock adopted by
the Board of Directors, shall be elected by the stockholders entitled
to vote thereon at each annual meeting of stockholders and shall hold
office until the next annual meeting of stockholders and until each of
their respective successors shall have been elected and qualified. The
term of office of each director in office at the time this Section 1
of Article VI becomes effective shall expire at the next annual
meeting of stockholders held after the time this Section 1 of Article
VI becomes effective. The election of directors need not be by written
ballot. No decrease in the number of directors constituting the Board
of Directors shall shorten the term of any incumbent director.
2. Except as otherwise provided for or fixed by or pursuant to
the provisions of Article IV hereof relating to the rights of the
holders of any class or series of stock having a preference over the
Common Stock as to dividends or upon liquidation, newly created
directorships resulting from any increase in the number of directors
may be filled by the Board of Directors, or as otherwise provided in
the By-laws, and any vacancies on the Board of Directors resulting
from death, resignation, removal or other cause shall be filled only
by the affirmative vote of a majority of the remaining directors then
in office, even though less than a quorum of the Board of Directors,
or by a sole remaining director, or as otherwise provided in the By-
laws. Any director elected in accordance with the preceding sentence
of this Section 2 shall hold office until the next annual meeting of
stockholders and until such director's successor shall have been
elected and qualified.'"
SECOND: that the amendment to the Restated Certificate of Incorporation
effected by this Certificate was duly authorized at the Annual Meeting by the
holders of at least two-thirds of the outstanding stock of the Corporation
entitled to vote thereon, after first having been declared advisable by the
Board of Directors of the Corporation, all in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
THIRD: that the capital of the Corporation will not be reduced under,
or by reason of, the foregoing amendment to the Restated Certificate of
Incorporation of the Corporation.
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IN WITNESS WHEREOF, KING WORLD PRODUCTIONS, INC. has caused this
Certificate of Amendment to the Restated Certificate of Incorporation to be
signed by an officer of the Corporation thereunto duly authorized, hereby
declaring, certifying and acknowledging under penalties of perjury that the
facts herein stated are true and that this Certificate of Amendment is the act
and deed of the Corporation this 22nd day of February 1999.
KING WORLD PRODUCTIONS, INC.
By: /s/ Jonathan Birkhahn
-------------------------
Jonathan Birkhahn
Senior Vice President, Business Affairs and
General Counsel
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