Common use of CERTIFICATES OF INCORPORATION; BYLAWS; NAME CHANGES Clause in Contracts

CERTIFICATES OF INCORPORATION; BYLAWS; NAME CHANGES. (a) Prior to the Separation Time, U S WEST shall cause New U S WEST to take all actions necessary to amend its Certificate of Incorporation and Bylaws in the manner specified by U S WEST. The Certificate of Incorporation of New U S WEST shall, among other things, authorize (i) 2,000,000,000 shares of Common Stock, par value $.01 per share ("New U S WEST Common Stock"), of New U S WEST and (ii) 200,000,000 shares of Preferred Stock, par value $.01 per share, of New U S WEST. (b) Prior to the Separation Time, U S WEST shall take all actions necessary in accordance with Applicable Law and the Restated Certificate to amend the Restated Certificate (the "Charter Amendments") as specified by U S WEST to, among other things, (i) permit the redemption of the Communications Stock in exchange for shares of New U S WEST Common Stock pursuant to Section 4.1 and (ii) following such redemption, delete all references to the Communications Stock and amend certain terms of the Media Stock set forth therein. (c) Prior to the Separation Time, the parties hereto shall take all actions necessary so that, immediately after the Separation Time, (i) New U S WEST's name shall be changed to "U S WEST, Inc." and (ii) U S WEST's name shall be changed to "MediaOne Group, Inc."

CERTIFICATES OF INCORPORATION; BYLAWS; NAME CHANGES. (a) Prior to the Separation Time, U S WEST shall cause New U S WEST to take all actions necessary to amend its Certificate of Incorporation and Bylaws in the manner specified by U S WEST. The Certificate of Incorporation of New U S WEST shall, among other things, authorize (i) 2,000,000,000 shares of Common Stock, par value $.01 per share ("New NEW U S WEST Common StockCOMMON STOCK"), of New U S WEST and (ii) 200,000,000 shares of Preferred Stock, par value $.01 per share, of New U S WEST. (b) Prior to the Separation Time, U S WEST shall take all actions necessary in accordance with Applicable Law and the Restated Certificate to amend the Restated Certificate (the "Charter AmendmentsCHARTER AMENDMENTS") as specified by U S WEST to, among other things, (i) permit the redemption of the Communications Stock in exchange for shares of New U S WEST Common Stock pursuant to Section 4.1 and (ii) following such redemption, delete all references to the Communications Stock and amend certain terms of the Media Stock set forth therein. (c) Prior to the Separation Time, the parties hereto shall take all actions necessary so that, immediately after the Separation Time, (i) New U S WEST's name shall be changed to "U S WEST, Inc." and (ii) U S WEST's name shall be changed to "MediaOne Group, Inc."