Vicinity Corp Watch

from 10-KT 2 pages Amendment to Bylaws Adopted in December 2001: Amendment to Bylaws Adopted in August 2002

from 10-KT 12 pages Amended and Restated Bylaws of Vicinity Corporation

from 8-A12G ~5 pages Certificate of Designations of Series a Junior Participating Preferred Stock of Vicinity Corporation

from S-1/A ~5 pages Form of Restated Certificate of Incorporation

from S-1/A ~20 pages Restated Certificate of Incorporation

from S-1/A ~20 pages Form of Restated Bylaws

from S-1/A ~5 pages Form of Restated Certificate of Incorporation

from S-1/A ~20 pages Form of Restated Bylaws

from S-1/A ~20 pages Articles of Incorporation or Bylaws

from S-1/A ~5 pages Form of Restated Certificate of Incorporation

from S-1/A 1 page <page> Certificate of Secretary I, the Undersigned, Do Hereby Certify: (1) That I Am the Duly Elected and Acting Secretary of Vicinity Corporation, a Delaware Corporation; and (2) That the Foregoing Restated Certificate of Incorporation Constitutes the Restated Certificate of Incorporation of Said Corporation as of December __, 1999. in Witness Whereof, I Have Hereunto Subscribed My Name This ___ Day of December, 1999. Scott A. Shuda, Secretary 22