Virgin Media 2006 Annual Report Download - page 208

two−thirds percent (66 2/3%) of the Voting Stock (as defined in Article X of this Second Restated Certificate of Incorporation), voting
together as a single class, shall be required to amend, alter, repeal or adopt any provision inconsistent with Articles V, VI, VII, VIII,
IX, X, this Article XII, Article XIV and Article XV of this Second Restated Certificate of Incorporation.
ARTICLE XIII
FURTHER ACTIONS WITH RESPECT TO THIS RESTATED CERTIFICATE
OF INCORPORATION
The Corporation reserves the right to repeal, alter, amend, or rescind any provision contained in this Second Restated
Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are
granted subject to this reservation.
ARTICLE XIV
INDEMNIFICATION
The Corporation shall indemnify any person who is or was or had agreed to become a Director or officer of the Corporation
or any person who is or was serving or who had agreed to serve at the request of the Board of Directors as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to
employee benefit plans maintained or sponsored by the Corporation (including the heirs, executors, administrators and personal and
legal representatives of such person) in accordance with the By−Laws of the Corporation to the fullest extent authorized by the
DGCL, as the same exists or hereafter may be amended but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than the DGCL permitted the Corporation to provide
immediately prior to such amendment) or any other applicable laws as presently or hereinafter in effect; provided, however, that,
except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any Director or officer
(or his heirs, executors, administrators and personal and legal representatives) in connection with a proceeding (or part thereof)
initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors. The right
to indemnification conferred by this Article XIV of this Second Restated Certificate of Incorporation shall include the right to be paid
by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition.
The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification
and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article XIV of this
Second Restated Certificate of Incorporation to Directors and officers of the Corporation.
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007