Tribune Company, As Agent of and Successor By Merger to the Former the Times Mirror Company, Itself and its Consolidated Subsidiaries - Page 99

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                    Section 2.  Common Stock.                                         
                         *    *    *    *    *    *    *                              
                         (i) Voting Power.  Except as otherwise                       
               provided in Sections 4(i)(ii) of this Article V, the                   
               holders of shares of Common Stock shall be entitled to                 
               vote on all matters presented to the shareholders of                   
               the corporation.  Except as otherwise provided herein                  
               or required by law, holders of shares of Common Stock                  
               shall vote together with holders of shares of Voting                   
               Preferred Stock.  Except as otherwise provided in                      
               Section 2(a)(ii), the shares of Common Stock shall                     
               represent, in the aggregate, twenty (20) votes and each                
               share of Common Stock outstanding on the relevant                      
               record date shall have a vote equal to twenty (20)                     
               divided by the number of shares of Common Stock                        
               outstanding on such record date.                                       
                         (ii) Voting Rights with Respect to Election                  
               or Removal of Directors and Certain Other Matters.  The                
               holders of shares of Common Stock shall be entitled,                   
               voting as a separate class, to elect one (1) director                  
               of the corporation (the “Common Stock Director”).  The                 
               Common Stock Director shall be removed only by the vote                
               of the holders of a majority of the shares of Common                   
               Stock, voting as a separate class.  In voting for the                  
               election or removal of the Common Stock Director or in                 
               any other matter on which the Common Stock shall vote                  
               as a separate class, each share of Common Stock shall                  
               be entitled to one vote per share.                                     
                    Section 3.  Participating Preferred Stock.                        
                    (a) Issuance.  The shares of Participating                        
               Preferred Stock shall be issued by the corporation for                 
               their par value, without stated value.                                 
                    (b) Rank.  The Participating Preferred Stock                      
               shall, (i) with respect to rights with respect to the                  
               Quarterly Preferred Dividends (as defined below) and                   
               rights with respect to the Participating Preferred                     
               Liquidation Preference (as defined below) upon                         
               liquidation, winding up and dissolution, rank                          
               (x) senior to the Common Stock and all other classes or                
               series of stock of the corporation now or hereafter                    
               authorized, issued or outstanding that by their terms                  
               expressly provide that they are junior to the                          





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