Intel 1997 Annual Report Download - page 35

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CERTIFICATE OF AMENDMENT
TO THE RESTATED CERTIFICATE OF INCORPORATION
OF
INTEL CORPORATION
Intel Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"),
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation, at a meeting duly held in January, 1997, adopted a resolution proposing and declaring
advisable the amendment to the Restated Certificate of Incorporation of the Corporation and directed that said amendment be submitted for the
consideration of the Corporation's stockholders at the next annual meeting thereof. The proposed amendment is as follows:
The first sentence of paragraph 4 of the Restated Certificate of Incorporation of the Company is hereby deleted and the following is substituted
in lieu thereof:
The total number of shares of all classes of stock that the Corporation is authorized to issue is four billion five hundred fifty million
(4,550,000,000), consisting of four billion five hundred million (4,500,000,000) shares of Common Stock with a par value of one tenth of one
cent ($.001) per share and fifty million (50,000,000) shares of Preferred Stock with a par value of one tenth of one cent ($.001) per share.
Accordingly, the first sentence of paragraph 4 of the Restated Certificate of Incorporation of the Company shall read in its entirety as follows:
4. The total number of shares of all classes of stock that the Corporation is authorized to issue is four billion five hundred fifty million
(4,550,000,000), consisting of four billion five hundred million (4,500,000,000) shares of Common Stock with a par value of one tenth of one
cent ($.001) per share and fifty million (50,000,000) shares of Preferred Stock with a par value of one tenth of one cent ($.001) per share. The
Preferred Stock may be issued in one or more series, and the Board of Directors of the Corporation is expressly authorized (i) to fix the
descriptions, powers, preferences, rights, qualifications, limitations, and restrictions with respect to any series of Preferred Stock and (ii) to
specify the number of shares of any series of Preferred Stock.
SECOND: That thereafter, at the annual meeting of stockholders of the Corporation duly held on May 21, 1997, upon notice and in accordance
with