Microfilm Number 9644-735 Filed with the Department of
State on June 24, 1996
Entity Number 74263 /s/ Yvette Kane
Secretary of the Commonwealth
ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
DSCB:15-915 (Rev 90)
In compliance with the requirements of 15 Pa. C.S. Section 1915 (relating to
articles of amendment), the undersigned business corporation, desiring to
amend its Articles, hereby states that:
1.The name of the corporation is: Comcast Corporation
2.The (a) address of this corporation's current registered office in this
Commonwealth or (b) name of its commercial registered office provider and the
county of venue is (the Department is hereby authorized to correct the
following information to conform to the records of the Department):
(a) 1500 Market Street, 35th Floor Philadelphia PA 19102 Philadelphia
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Number and Street City State Zip County
(b) c/o:-------------------------------------------------------------
Name of Commercial Registered Office Provider County
For a corporation represented by a commercial registered office provider, the
county in (b) shall be deemed the county in which the corporation is located
for venue and official publication purposes.
3.The statute by or under which it was incorporated is: Pennsylvania
Business Corporation Law
4.The date of its incorporation is: March 5, 1969
5.(Check, and if appropriate complete, one of the following):
X The amendment shall be effective upon filing these Articles of Amendment
---- in the Department of State.
---- The amendment shall be effective on: _______________ or _______________
Date Hour
6.(Check one of the following):
X
---- The amendment was adopted by the shareholders (or members)
pursuant to 15 Pa.C.S. Section 1914(a) and (b).
---- The amendment was adopted by the board of directors
pursuant to 15 Pa. C.S. Section 1914(c).
7.(Check, and if appropriate complete, one of the following):
---- The amendment adopted by the corporation, set forth in full, is
as follows:
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- ---------------------------------------------------------------------
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X
---- The amendment adopted by the corporation is set forth in
full in Exhibit A attached hereto and made a part hereof.
8.(Check if the amendment restates the Articles):
---- The restated Articles of Incorporation supersede the original
Articles and all amendments thereto.
IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be signed by a duly authorized officer thereof this 19th
day of June , 1996.
COMCAST CORPORATION
___________________________
(Name of Corporation)
/s/ Stanley Wang
BY:___________________________
(Signature) Stanley Wang
TITLE: Secretary
________________________
EXHIBIT A
Comcast Corporation Articles of Amendment
June 19, 1996
Paragraph (a) of Article 5 of the Company's Articles of
Incorporation is amended to as to read as herein set forth in full:
"(a)Each Share of Class A Common Stock shall entitle the holder
thereof to one (1) vote. Each share of Class B Common Stock shall
entitle the holder thereof to fifteen (15) votes. Holders of shares of
Class A Special Common Stock shall not be entitled to vote for the
election of directors or any other matter except as may be required by
applicable law, in which case each share of Class A Special Common Stock
shall entitle the holder thereof to one (1) vote."
Paragraph (c) of Article 5 of the Company's Articles of
Incorporation is amended so as to read as herein set forth in full:
"(c)The holders of Class A Common Stock, the holders of Class A
Special Common Stock, and the holders of Class B Common Stock, shall be
entitled to receive, from time to time, when and as declared by the
Board of Directors, such dividends of stock of this corporation or other
property as the Board of Directors may determine, out of such funds as
are legally available therefor. Stock dividends on, or stock splits of,
any class of Common Stock shall not be paid or issued only in shares of
that class; provided, however, that stock dividends on, or stock splits
of, Class A Common Stock, Class A Special Common Stock, or Class B
Common Stock may be paid or issued in shares of either Class A Common
Stock or Class A Special Common Stock. Any decrease in the number of
shares of any class of Common Stock resulting in a combination or
consolidation of shares or other capital reclassification shall not be
permitted unless parallel action is taken with respect to each other
class of Common Stock, so that the number of shares of each class of
Common Stock outstanding shall be decreased proportionately.
Notwithstanding anything to the contrary contained herein, in the event
of a distribution of property, plan of merger or consolidation, plan of
asset transfer, plan of division, plan of exchange, or recapitalization
pursuant to which holders of Class A Common Stock, holders of Class A
Special Common Stock, and holders of Class B Common Stock would be
entitled to receive equity interests of one or more corporations
(including, without limitation, this corporation) or other entities, or
rights to acquire such equity interests, then the Board of Directors of
this corporation may, by resolution duly adopted, provide that the
holders of Class A Common Stock, the holders of Class A Special Common
Stock, and the holders of Class B Common Stock, respectively and as
separate classes, shall receive with respect to their Class A Common
Stock, Class A Special Common Stock, or Class B Common Stock (whether by
distribution, exchange, redemption or otherwise), in proportion to the
number of shares held by them, equity interests (or rights to acquire
such equity interests) of separate classes or series having
substantially equivalent relative designations, preferences,
qualifications, privileges, limitations, restrictions and rights as the
relative designations, preferences, qualifications, privileges,
limitations, restrictions and rights of the Class A Common Stock, Class
A Special Common Stock and Class B. Common Stock. Except as provided
above, if there should be any distribution of property or stock, asset
transfer, division, share exchange, recapitalization or reorganization
of the corporation, the holders of Class A Common Stock, the holders of
Class A Special Common Stock, and the holders of Class B Common Stock
shall receive the shares of stock, other securities or rights or other
assets as would be issuable or payable upon such distribution, merger,
consolidation, purchase or acquisition of such property or stock, asset
transfer, division, share exchange, recapitalization or reorganization
in proportion to the number of shares held by them, respectively,
without regard to class."
Paragraph (e) of Article 5 of the Company's Articles of Incorporation is
amended so as to read as herein set forth in full:
"(e)Except where holders of Class A Special Common Stock are
expressly required to vote under applicable law, only the holders of
Class A Common Stock and holders of Class B Common Stock shall be
entitled to vote and shall vote as a single class on all matters with
respect to which a vote of the shareholders of this Corporation is
required or permitted under applicable law, the Articles of
Incorporation of this Corporation, or the By-Laws of this Corporation
including, but not limited to, matters concerning the sale, lease or
exchange of all or substantially all of the property and assets of this
Corporation, mergers or consolidations with another corporation or
corporations, dissolutions of this Corporation, or amendments to the
Articles of Incorporation of this Corporation Except as provided in
paragraph (f) of this Article Five, whenever applicable law, the
Articles of Incorporation of this Corporation or the By-Laws of this
Corporation provide for the necessity of an "affirmative vote of the
shareholders entitled to cast at least a majority of the votes which all
shareholders are entitled to cast thereon," or "a majority of the voting
stock," or language of similar effect, any and all such language shall
mean that the Class A Common Stock and the Class B Common Stock shall
vote as one class and that a majority consists of a majority of the
total number of votes entitled to be case in accordance with the
provisions of paragraph (a) of this Article Five, so that each share of
Class A Common Stock shall entitle the holder thereof to one (1) vote
and that each share of the Class B Common Stock shall entitle the holder
thereof to fifteen (15) votes."
Paragraph (f) of Article 5 of the Company's Articles of Incorporation is
amended so as to read as herein set forth in full:
"(f)Each and any provision of the Articles of Incorporation of
this Corporation may from time to time, when and as desired, be amended
by a resolution of the Board of Directors and the affirmative vote of a
majority of the votes cast by all shareholders entitled to vote thereon,
as determined in accordance with the provisions of paragraph (a) of this
Article Five, so that each share of Class A Common Stock shall entitle
the holder thereof to one (1) vote and that each share of the Class B
Common Stock shall entitle the holder thereof to fifteen (15) votes.
There shall be no class voting on any such amendments or on any other
matter except as shall be required by applicable law, in which case
there shall be required the affirmative vote of a majority of the votes
cast by the holders of the outstanding shares of each class entitled to
vote by applicable law, voting as a separate class."