Section 11.2 - Contracts. The Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

        Section 11.3 - Emergency Bylaws. Subject to repeal or change by action of the shareholders, the Board of Directors may adopt emergency Bylaws in accordance with and pursuant to the provisions of Title 7, Chapter 78 of the Nevada Revised Statutes.

Exhibit 4(i)


                       ECHOSTAR COMMUNICATIONS CORPORATION
                           CERTIFICATE OF DESIGNATIONS

                                ESTABLISHING THE

             VOTING POWERS, DESIGNATIONS, PREFERENCES, LIMITATIONS,
                      RESTRICTIONS, AND RELATIVE RIGHTS OF

            SERIES D MANDATORILY CONVERTIBLE PARTICIPATING PREFERRED
                                      STOCK

                       PURSUANT TO SECTION 78.1955 OF THE
                             Nevada Revised Statutes

     I, David K. Moskowitz, the Senior Vice President, General Counsel and
Secretary of EchoStar Communications Corporation (the "Issuer"), a corporation
organized and existing under the laws of the State of Nevada, do hereby certify
that pursuant to authority conferred upon the Board of Directors of the Issuer
by its Amended and Restated Articles of Incorporation and pursuant to the
provisions of Section 78.1955 of the Nevada Revised Statutes, the Issuer's Board
of Directors, on December 12, 2001, adopted the following resolution
establishing the Issuer's Series D Mandatorily Convertible Participating
Preferred Stock, which resolution remains in full force and effect. Certain
capitalized terms used herein are defined in Article 11.

     RESOLVED, that pursuant to the authority vested in the Board of Directors
     of the Corporation by the Amended and Restated Articles of Incorporation,
     the Board of Directors does hereby provide for the issue of a series of
     Preferred Stock, $0.01 par value, of the Corporation, to be designated
     "Series D Mandatorily Convertible Participating Preferred Stock" (referred
     to herein as the "Series D Preferred Stock"), having the number of shares
     and, to the extent that the designations, powers, preferences and relative
     and other special rights and the qualifications, limitations and
     restrictions of such Series D Preferred Stock are not stated and expressed
     in the Amended and Restated Articles of Incorporation, the powers,
     preferences and relative and other special rights and the qualifications,
     limitations and restrictions thereof, as follows:

ARTICLE 1         DESIGNATION AND NUMBER OF SHARES

     SECTION 1.1 The series will be known as the "Series D Mandatorily
Convertible Participating Preferred Stock".

     SECTION 1.2 The Series D Preferred Stock will be a series consisting of
5,760,479 shares of the authorized but unissued preferred stock of the Issuer.



ARTICLE 2         DIVIDENDS AND DISTRIBUTIONS

     SECTION 2.1 The Holders of shares of Series D Preferred Stock shall be
entitled to receive, when and as declared by the Board of Directors, but only
out of funds legally available therefor, dividends or distributions on each date
that dividends or other distributions (including any distributions of Capital
Stock, evidences of indebtedness, other securities or any other assets) are
payable or distributable on or in respect of Class A Common Stock of the Issuer,
in an amount per whole share of Series D Preferred Stock equal to the aggregate
amount (in cash, securities or other property) of dividends or other
distributions that would be payable on such date to a Holder of that number of
shares of Common Stock into which one share of Series D Preferred Stock shall be
convertible at the Conversion Rate (defined below). Each such dividend or
distribution shall be paid to each Holder of record of shares of Series D
Preferred Stock on the record date, not exceeding sixty days preceding such
payment date, fixed for the purpose by the Board of Directors in advance of
payment of each particular dividend or distribution (which record date shall be
the same date as the record date for the corresponding payment of dividends or
distributions on the Class A Common Stock). Any share of Series D Preferred
Stock originally issued after a dividend or distribution record date and on or
prior to the dividend or distribution payment date to which such record date
relates shall not be entitled to receive the dividend or distribution payable on
such dividend or distribution payment date or any amount in respect of the
period from the date of such issuance to such dividend or distribution payment
date. Holders of shares of Series D Preferred Stock shall not be entitled to any
dividends or distributions, whether payable or distributable in cash, property
or stock, in excess of full dividends or distributions as herein provided.

     SECTION 2.2 So long as any shares of Series D Preferred Stock shall be
outstanding, no dividend shall be declared or paid or set aside for payment or
other distribution declared or made upon the Common Stock or upon any other
stock ranking junior to the Series D Preferred Stock as to dividends or
distribution of assets upon Liquidation, nor shall any Common Stock nor any
other stock of the Issuer ranking junior to or on a parity with the Series D
Preferred Stock as to dividends or distribution of assets upon Liquidation be
redeemed, purchased or otherwise acquired for any consideration (or any monies
be paid to, set aside or made available for a sinking fund for the redemption of
any shares of any such stock) by the Issuer (except by conversion into or
exchange for stock of the Issuer ranking junior to the Series D Preferred Stock
as to distribution of assets upon Liquidation), unless, in each case, the full
dividends (including the dividend to be due upon payment of such dividend,
distribution, redemption, purchase or other acquisition) on all outstanding
shares of Series D Preferred Stock shall have been, or shall then be, paid.

ARTICLE 3         RANKING

     The preferences of each share of Series D Preferred Stock as to
distribution of assets upon Liquidation shall be in every respect on a parity
with the preferences of every

                                       2



other share of capital stock of the Issuer which is not specifically made senior
or junior to the Series D Preferred Stock as to distribution of assets upon
Liquidation. The rights of the Common Stock will be junior to the Series D
Preferred stock as to distributions upon Liquidation to the extent herein
provided.

ARTICLE 4         OPTIONAL CONVERSION AND CONVERSION PROCEDURES

     SECTION 4.1 (a) Each Holder of Series D Preferred Stock shall have the
right, at its option, at any time and from time to time to convert, subject to
the terms and provisions of this Article 4, any or all of such Holder's shares
of Series D Preferred Stock. In such case, each whole share of Series D
Preferred Stock shall be converted into ten (10) fully paid and nonassessable
shares of Class A Common Stock (the "Conversion Rate").

     (b) The conversion right of a Holder of Series D Preferred Stock shall be
exercised by the Holder by the surrender of the certificates representing shares
to be converted to the Issuer or to the Transfer Agent accompanied by the
Conversion Notice.

         (i) Immediately prior to the close of business on the Conversion Date,
     each converting Holder of Series D Preferred Stock shall be deemed to be
     the Holder of record of Class A Common Stock issuable upon conversion of
     such Holder's Series D Preferred Stock notwithstanding that the share
     register of the Issuer shall then be closed or that certificates
     representing such Class A Common Stock shall not then be actually delivered
     to such Person.

         (ii) Upon notice from the Issuer, each Holder of Series D Preferred
     Stock so converted shall promptly surrender to the Issuer or the Transfer
     Agent certificates representing the shares so converted (if not previously
     delivered), duly endorsed in blank or accompanied by proper instruments of
     transfer.

         (iii) On any Conversion Date, all rights with respect to the shares of
     Series D Preferred Stock so converted, including the rights, if any, to
     receive notices, will terminate, except the rights of Holders thereof to:
     (1) receive certificates for the number of shares of Class A Common Stock
     into which such shares of Series D Preferred Stock have been converted; (2)
     the payment in cash or shares of Class A Common Stock of any declared and
     unpaid dividends and distributions accrued thereon pursuant to Section 4.2
     hereof; and (3) exercise the rights to which they are entitled as Holders
     of Class A Common Stock.

     (c) If the Conversion Date shall not be a Business Day, then such
conversion right shall be deemed exercised on the next Business Day.

     SECTION 4.2 (a) When shares of Series D Preferred Stock are converted
pursuant to this Article 4, any declared and unpaid dividends and distributions
on the Series D Preferred Stock so converted to which the Holder of such Series
D Preferred

                                       3



Stock is entitled in accordance with Section 2.1 hereof, to (but not including)
the Conversion Date, shall be due and payable, at the Issuer's option,

         (i) in cash;

         (ii) in a number of fully paid and nonassessable shares of Class A
     Common Stock equal to the quotient obtained by dividing (A) the amount of
     declared and unpaid dividends payable to the Holder of Series D Preferred
     Stock so converted by (B) 95% of the current market price, determined in
     accordance with subsection (b) below, on the Conversion Date; or

         (iii) a combination thereof.

     (b) The current market price per share of Class A Common Stock on any date
shall be deemed to be the average of the Daily Market Prices for the ten (10)
consecutive trading days ending on the last full trading day on the exchange or
market referred to in determining such Daily Market Prices prior to the time of
determination.

     (c) No payment or adjustment shall be made by the Issuer upon any
conversion of Series D Preferred Stock on account of any dividends or
distributions on the Class A Common Stock or other securities issued upon
conversion.

     SECTION 4.3 (a) In case the Issuer shall (i) subdivide its outstanding
shares of Common Stock into a greater number of shares of Common Stock or (ii)
combine its outstanding shares of Common Stock into a smaller number of shares
of Common Stock, the Issuer shall effect the same subdivision, combination or
similar change with respect to the Series D Preferred Stock of the Issuer as is
made with respect to the Common Stock such that the Holder of any share of
Series D Preferred Stock thereafter surrendered for conversion shall be entitled
to receive the number of shares of Common Stock which such Holder would have
owned immediately following such action had such shares of Series D Preferred
Stock been converted immediately prior thereto. Any adjustment made pursuant to
this subsection (a) shall become effective immediately after the record date in
the case of a dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision or combination.

     (b) Except as permitted in Article 6 with respect to a Change of Control
Transaction, in case of any consolidation of the Issuer with, or merger of the
Issuer into, any other Person, or any merger of another Person into the Issuer,
or any statutory exchange of securities with another corporation (including any
exchange effected in connection with a merger of a third corporation into the
Issuer), or any sale, conveyance or transfer of all or substantially all of the
assets of the Issuer (in each case other than any such consolidation, merger,
statutory exchange, sale, conveyance or transfer that does not result in any
reclassification, conversion, exchange or cancellation of outstanding shares of
Common Stock), appropriate provision shall be made in the agreement governing
any such consolidation, merger, statutory exchange, sale, conveyance or transfer
so that the holder of each share of Series D Preferred Stock

                                       4



outstanding immediately prior to the consummation of such consolidation, merger,
statutory exchange, sale, conveyance or transfer shall have the right thereafter
to convert such share into the kind and amount of securities, cash or other
property receivable upon such consolidation, merger, statutory exchange, sale,
conveyance or transfer by a Holder of the number of shares of Class A Common
Stock into which such share of Series D Preferred Stock might have been
converted immediately prior to such consolidation, merger or statutory exchange,
assuming such Holder of Class A Common Stock failed to exercise his rights of
election, if any, as to the kind or amount of securities, cash or other property
receivable upon such consolidation, merger, statutory exchange, sale, conveyance
or transfer (provided that if the kind or amount of securities, cash or other
property receivable upon such consolidation, merger, statutory exchange, sale,
conveyance or transfer is not the same for each share of Class A Common Stock in
respect of which such rights of election shall not have been exercised
("non-electing share"), then for the purpose of this subsection (b) the kind and
amount of securities, cash or other property receivable upon such consolidation,
merger, statutory exchange, sale, conveyance or transfer for each non-electing
share shall be deemed to be the kind and amount so receivable per share by a
plurality of the non-electing shares). Thereafter, the holders of the Series D
Preferred Stock shall be entitled to appropriate adjustments with respect to
their conversion rights to the end that the provisions set forth in this Section
4.3 shall correspondingly be made applicable, as nearly equivalent as
practicable, in relation to any shares of stock or other securities or other
property thereafter deliverable on the conversion of the Series D Preferred
Stock. The provisions of this subsection (b) shall similarly apply to successive
consolidations, mergers or statutory exchanges. The provisions of this
subsection (b) shall not apply to the Merger or any of the other transactions or
actions provided for by the Transaction Agreements (as such term is defined in
the Implementation Agreement).

     SECTION 4.4 The Issuer shall at all times reserve and keep available for
issuance upon the conversion of the Series D Preferred Stock, such number of its
authorized but unissued shares of Class A Common Stock as will from time to time
be sufficient to permit the conversion of all outstanding shares of Series D
Preferred Stock, and shall take all action required to increase the authorized
number of shares of Class A Common Stock if at any time there shall be
insufficient authorized but unissued shares of Class A Common Stock to permit
such reservation or to permit the conversion of all outstanding shares of Series
D Preferred Stock.

     SECTION 4.5 The issuance or delivery of certificates for Class A Common
Stock upon the conversion of shares of Series D Preferred Stock shall be made
without charge to the converting Holder of shares of Series D Preferred Stock
for such certificates or for any tax in respect of the issuance or delivery of
such certificates or the securities represented thereby, and such certificates
shall be issued or delivered in the respective names of, or in such names as may
be directed by, the Holders of the shares of Series D Preferred Stock converted;
provided, however, that the Issuer shall not be required to pay any tax which
may be payable in respect of any transfer involved in the issuance and delivery
of any such certificate in a name other than that of the Holder of the shares of

                                       5



Series D Preferred Stock converted, and the Issuer shall not be required to
issue or deliver such certificate unless or until the Person or Persons
requesting the issuance or delivery thereof shall have paid to the Issuer the
amount of such tax or shall have established to the reasonable satisfaction of
the Issuer that such tax has been paid or is not payable.

ARTICLE 5         MANDATORY CONVERSION

     SECTION 5.1 (a) Subject to Section 5.1(b), each share of Series D Preferred
Stock shall be automatically converted into ten (10) fully paid and
nonassessable shares of Class A Common Stock, upon the occurrence of any of the
following events or dates (each, a "Conversion Trigger Event"), without any
action on the part of any Holder:

         (i) the effective time of the Merger provided for in Article I of the
     Merger Agreement;

         (ii) on the first date that the sum of (A) the number of shares of
     Class A Common Stock into which the shares of Series D Preferred Stock then
     held of record and beneficially by the Initial Holder are convertible on
     such date and (B) the number of shares of Class A Common Stock, if any,
     theretofore received by the Initial Holder upon conversion of shares of
     Series D Preferred Stock, for which shares of Class A Common Stock the
     Initial Holder shall continue to be the record and beneficial owner as of
     the date of any determination under this clause (ii), shall cease to
     constitute 51% or more of the aggregate number of shares of Class A Common
     Stock into which the shares of Series D Preferred Stock issued to the
     Initial Holder on the Issuance Date were convertible into on such date (as
     such aggregate number may be adjusted from time to time as necessary to
     reflect appropriately any stock splits, subdivisions, combinations and
     similar changes to the Capital Stock of the Issuer);

         (iii) the purported sale, assignment, transfer or other disposition of
     a share of Series D Preferred Stock or beneficial ownership thereof by the
     Initial Holder to any Person other than a Permitted Transferee; or

         (iv) January 22, 2007;

unless such share of Series D Preferred Stock shall have earlier have been
converted in accordance with Article 4 hereof or this Article 5. For purposes of
this Section 5.1 and Section 13.2, the terms "beneficial owner" and
"beneficially" shall be construed in accordance with Rule 13d-3 under the
Exchange Act.

     (b) Any such conversion pursuant to Section 5.1(a) shall be effected (i) in
the case of the Conversion Trigger Event in clause (i) of Section 5.1(a),
immediately prior to the effective time of the Merger; (ii) in the case of the
Conversion Trigger Event in clause (ii) or (iv) thereof, on the date specified
therein, and (iii) in the case of the Conversion Trigger Event in clause (iii)
thereof, immediately prior to such sale, transfer or other disposition. Any
conversion effected pursuant to clause (iii) of

                                       6



Section 5.1(a) shall apply only to such share or shares of Series D Preferred
Stock as are so sold, transferred or otherwise disposed of. Any conversion
pursuant to clause (ii) or (iii) of Section 5.1(a) shall become effective
notwithstanding any failure by the Initial Holder to notify the Issuer of any
change in ownership pursuant to Section 13.2 hereof.

     (c) For purposes of this Section 5.1, the "Initial Holder" shall be deemed
to include any Permitted Transferee of the Initial Holder which is then a Holder
of any shares of Series D Preferred Stock.

     SECTION 5.2 (a) Upon notice from the Issuer, each Holder of Series D
Preferred Stock converted in accordance with Section 5.1 hereof shall promptly
surrender to the Issuer or the Transfer Agent certificates representing the
shares so converted (if not previously delivered), duly endorsed in blank or
accompanied by proper instruments of transfer.

     (b) Upon any conversion of shares of Series D Preferred Stock in accordance
with Section 5.1 hereof, all rights with respect to the shares of Series D
Preferred Stock so converted, including the rights of a Holder, if any, to
receive notices, will terminate, except the rights of Holders thereof to: (i)
receive certificates for the number of shares of Class A Common Stock into which
such shares of Series D Preferred Stock have been converted; (ii) the payment in
cash or shares of Class A Common Stock of any declared and unpaid dividends and
distributions accrued thereon to (but not including) the date of such conversion
pursuant to Section 4.2 hereof; and (iii) exercise the rights to which they are
entitled as Holders of Class A Common Stock.

ARTICLE 6         CHANGE OF CONTROL

     SECTION 6.1 (a) Without limiting the rights of Holders of shares of Series
D Preferred Stock pursuant to Article 4, in the event that a Change of Control
Transaction shall occur, the Holders shall be entitled to be paid in full, to
the extent of funds legally available therefor, an amount in cash per share of
Series D Preferred Stock equal to the Liquidation Preference, plus any declared
and unpaid dividends accrued thereon to (but not including) the Change in
Control Date (as defined in Section 6.1(d)).

     (b) If the Surviving Corporation, if any, resulting from any Change of
Control Transaction shall be a Person other than the Issuer, the Surviving
Corporation shall execute and deliver an agreement for the benefit of the
Holders of the Series D Preferred Stock providing that each Holder of
outstanding shares of Series D Preferred Stock immediately prior to the Change
of Control Transaction shall thereafter have the right to demand payment from
the Surviving Corporation of the amounts payable to such Holder pursuant to
Section 6.1(a), with respect to such Holder's shares of Series D Preferred
Stock.

     (c) Immediately prior to the consummation of a Change in Control
Transaction, all shares of Series D Preferred Stock shall cease to be
outstanding, the Holders thereof shall cease to be stockholders with respect to
such shares and all rights

                                       7



with respect to such shares of Series D Preferred Stock, including the rights of
a Holder, if any, to convert such shares and to receive notices, will terminate,
except the rights of a Holder thereof to receive payment of the amount due to
such Holder pursuant to Section 6.1(a) with respect to such Holder's shares of
Series D Preferred Stock.

     (d) Upon notice from the Issuer (or the Surviving Corporation, if
applicable) of the occurrence of a Change in Control Transaction, which notice
shall include the date on which the Change in Control Transaction occurred (the
"Change of Control Date") and the amount per share of Series D Preferred Stock
outstanding immediately prior to such Change in Control Transaction payable
pursuant to Section 6.1(a), each Holder of Series D Preferred Stock shall
promptly surrender to the Issuer or the Transfer Agent the certificates formerly
representing such Series D Preferred Stock (if not previously delivered), duly
endorsed in blank or accompanied by proper instruments of transfer, and the
Issuer or the Surviving Corporation, as the case may be, shall pay to the
surrendering Holder promptly after such surrender all amounts payable in respect
of the shares of Series D Preferred Stock represented by such surrendered
certificate.

ARTICLE 7         LIQUIDATION

     SECTION 7.1 In the event of any Liquidation the Holders of shares of Series
D Preferred Stock shall be entitled, before any distribution or payment is made
on any date to the Holders of the Common Stock or any other stock of the Issuer
ranking junior to the Series D Preferred Stock as to distribution of assets upon
Liquidation, to be paid in full the greater of (i) an amount per share of Series
D Preferred Stock equal to the Liquidation Preference, plus any declared and
unpaid dividends thereon from the date fixed for payment of such dividends to
the date fixed for Liquidation and (ii) an amount per share of Common Stock to
which such Holders of shares of Series D Preferred Stock would have been
entitled upon Liquidation if such Holders had converted such shares of Series D
Preferred Stock into Class A Common Stock immediately prior to the date fixed
for Liquidation. If such payment shall have been made in full to all Holders of
shares of Series D Preferred Stock, then the Holders of shares of Series D
Preferred Stock as such shall have no right or claim to any of the remaining
assets of the Issuer.

     SECTION 7.2 If the assets of the Issuer available for distribution to the
Holders of shares of Series D Preferred Stock upon any Liquidation shall be
insufficient to pay in full all amounts to which such Holders shall be entitled
pursuant to Section 7.1, no such distribution shall be made on account of any
shares of any other class or series of Preferred Stock ranking on a parity with
the Series D Preferred Stock as to distribution of assets upon Liquidation
unless proportionate distributive amounts shall be paid on account of all
outstanding shares of Series D Preferred Stock, ratably in proportion to the
full distributable amounts for which Holders of all such parity shares are
respectively entitled upon such Liquidation.

                                       8



ARTICLE 8         VOTING RIGHTS

     SECTION 8.1 Except as otherwise provided by law and the articles of
incorporation of the Issuer, the Holders of Series D Preferred Stock shall have
no voting rights other than such voting rights as are expressly provided in
Sections 8.2, 8.3 and 8.4.

     SECTION 8.2 A Holder of Series D Preferred Stock shall be entitled to vote
on any matter on which the Holders of Class A Common Stock are entitled to vote.
With respect to any such matter, each Holder of Series D Preferred Stock shall
be entitled to one vote for each whole share of Class A Common Stock that would
be issuable to such Holder upon the conversion of all the shares of Series D
Preferred Stock held by such Holder on the record date for the determination of
stockholders entitled to vote and, subject to Sections 8.3 and 8.4, the Holders
of Series D Preferred Stock shall vote together as a single class with the
Holders of Class A Common Stock and any other class of Common Stock voting as a
single class with the Class A Common Stock with respect to such matter in
accordance with the Nevada Revised Statutes or the articles of incorporation of
the Issuer.

     SECTION 8.3 Subject to Section 8.4, the vote or consent of the Holders of
at least a majority in aggregate Liquidation Preference of the shares of Series
D Preferred Stock at the time outstanding, voting separately as a single class,
given in person or by proxy, either in writing without a meeting or by vote at
any meeting called for the purpose, shall be necessary for effecting or
validating:

     (a) the issuance of any shares of Series D Preferred Stock in excess of the
number of shares of such stock authorized in this Certificate of Designations or
a decrease in the number of authorized shares of Series D Preferred Stock below
the number of shares of Series D Preferred Stock then outstanding; provided,
however, that adjustments to the number of outstanding shares of Series D
Preferred Stock may be made by the Issuer pursuant to, and in accordance with,
Section 4.3 hereof without the vote or consent of the Holders of Series D
Preferred Stock; and

     (b) any amendment, alteration or repeal of any provision of the articles of
incorporation, this Certificate of Designations or the by-laws of the Issuer
(including any such alteration, amendment or repeal accomplished by merger,
consolidation or otherwise) that would alter or change, or abolish, the voting
powers, preferences or special rights of the Series D Preferred Stock in any
manner adverse to the Holders thereof, including without limitation any change
that is in any manner adverse to the par value, liquidation preference or
dividend rights, place or currency of payment, enforcement rights or conversion
rights; provided, however, that the vote or consent of the Holders of Series D
Preferred Stock voting separately as a class shall not be necessary for
effecting or validating (i) any amendment of the articles of incorporation so as
to authorize or create, or to increase or decrease the authorized amount of, or
to issue any shares of Capital Stock of the Issuer other than Series D Preferred
Stock, (ii) any amendment or supplement to the Certificate of Designations
permitted by Article 10

                                       9



hereof or (iii) any consolidation of the Issuer with, or merger of the Issuer
into, any other Person or any merger of another Person into the Issuer, provided
that, (x) if the Issuer is the Surviving Corporation, the Series D Preferred
Stock shall remain outstanding without any amendment to this Certificate of
Designations that would adversely affect the preferences, rights or powers of
the Series D Preferred Stock and (y) if the Issuer is not the Surviving
Corporation, (1) the Surviving Corporation is a corporation organized and
existing under the laws of the United States or any State thereof or the
District of Columbia and (2) the shares of Series D Preferred Stock are
converted into or exchanged for and become shares of preferred or preference
stock of the Surviving Corporation, having the same powers, preferences and
relative, participating, optional or other special rights and qualifications,
limitations and restrictions as provided for the Series D Preferred Stock in
this Certificate of Designations as in effect immediately prior to such
transaction.

In all such cases contemplated by this Section 8.3, each share of Series D
Preferred Stock shall be entitled to one vote.

     SECTION 8.4 Notwithstanding anything to the contrary in this Certificate of
Designations, the Holders of Series D Preferred Stock shall not be entitled to
any vote, nor shall their consent be required, with respect to the Merger or any
of the other transactions or actions provided for by the Transaction Agreements
(as such term is defined in the Implementation Agreement), including any
amendment to the Merger Agreement or any other Transaction Agreement.

ARTICLE 9         NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES,
                  INCORPORATORS AND STOCKHOLDERS

     No director, officer, employee, incorporator or stockholder of the Issuer
or any of its Affiliates, as such, shall have any liability for any obligations
of the Issuer and any of its Affiliates under the Series D Preferred Stock or
the Certificate of Designations or for any claim based on, in respect of, or by
reason of, such obligations or their creation, except as otherwise provided
under the laws of the State of Nevada. Each Holder of the Series D Preferred
Stock waives and releases all such liability. The waiver and release are part of
the consideration for issuance of the Series D Preferred Stock.

ARTICLE 10        AMENDMENT, SUPPLEMENT AND WAIVER

     SECTION 10.1 Without the consent of any Holder of the Series D Preferred
Stock, the Issuer may amend or supplement this Certificate of Designations to
cure any ambiguity, defect or inconsistency, to provide for uncertificated
Series D Preferred Stock in addition to or in place of certificated Series D
Preferred Stock, to provide for the assumption of the Issuer's obligations to
Holders of the Series D Preferred Stock in the case of a merger or consolidation
(subject to the requirements set forth in Section 8.3(b), if applicable), to
make any change that would provide any additional rights or benefits to

                                       10



the Holders of the Series D Preferred Stock or that does not adversely affect
the legal rights under this Certificate of Designations of any such Holder.

     SECTION 10.2 Except as otherwise provided herein (including, without
limitation, Section 8.3 hereof, if applicable), the Issuer is entitled to amend
its articles of incorporation to authorize one or more additional series of
preferred stock, file certificates of designations, and issue without
restriction, from time to time, any stock or other securities ranking junior to,
senior to or on a parity with the Series D Preferred Stock as to distributions
of assets upon Liquidation.

ARTICLE 11        CERTAIN DEFINITIONS

     Set forth below are certain defined terms used in this Certificate of
Designations.

     SECTION 11.1 "AFFILIATE" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as used with respect to any
person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such person,
whether through the ownership of voting securities, by agreement or otherwise;
provided, however, that beneficial ownership of 10% or more of the voting
securities of a person shall be deemed to be control.

     SECTION 11.2 "BUSINESS DAY" means any day other than a Legal Holiday.

     SECTION 11.3 "CAPITAL STOCK" means any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock or partnership or membership interests, whether common or preferred.

     SECTION 11.4 "CHANGE OF CONTROL" means

     (a) any transaction or series of related transactions (including a tender
offer, merger or consolidation) the result of which is that holders of
outstanding voting Capital Stock of the Issuer immediately prior to such
transaction or series of related transactions hold, directly or indirectly,
Capital Stock of the surviving Person, in such transaction or series of related
transactions (or any ultimate parent thereof) representing less than 50% of the
voting power in the election of members of the board of directors (or comparable
governing body) of all outstanding Capital Stock of such surviving Person (or
such ultimate parent) immediately after such transaction or series of related
transactions; or

     (b) the sale, lease or transfer of all or substantially all of the Issuer's
assets to any "person" or "group", within the meaning of Section 13(d)(3) and
14(d)(2) of the Exchange Act, or any successor provision to either of the
foregoing, including any group acting for the purpose of acquiring, holding or
disposing of securities within the

                                       11



meaning of Rule 13d-5(b)(1) under the Exchange Act, other than any Subsidiary or
Subsidiaries of the Company.

     SECTION 11.5 "CHANGE OF CONTROL TRANSACTION" means any merger,
consolidation, tender offer, statutory share exchange or sale, lease or transfer
of all or substantially all of the Issuer's assets or similar transaction or
group of related transactions, in each case to which the Issuer is a party (or,
in the case of a tender offer, in which Capital Stock of the Issuer is the
subject security), the consummation of which results in a Change of Control;
provided that (a) neither the Merger nor any of the transactions provided for by
the Merger Agreement or the other Transaction Agreements (as such term is
defined in the Implementation Agreement), shall constitute a Change of Control
Transaction; and (b) the consummation of the transactions contemplated by the
PanAmSat Stock Purchase Agreement, including any issuance of shares of Class A
Common Stock in connection therewith, shall not constitute a Change of Control
Transaction.

     SECTION 11.6 "CLASS A COMMON STOCK" means the Issuer's authorized $.01 par
value Class A common stock.

     SECTION 11.7 "CLASS B COMMON STOCK" means the Issuer's authorized $.01 par
value Class B common stock.

     SECTION 11.8 "COMMON STOCK" means the Class A Common Stock and the Class B
Common Stock as constituted on the date of filing of this Certificate of
Designations, and shall also include any Capital Stock of any class of the
Issuer thereafter authorized that shall not be limited to a fixed sum in respect
of the rights of the Holders thereof to participate in dividends or in the
distribution of assets upon the Liquidation of the Issuer.

     SECTION 11.9 The "CONVERSION DATE" shall be the date the Issuer or the
Transfer Agent receives the Conversion Notice.

     SECTION 11.10 "CONVERSION NOTICE" is written notice from the Holder to the
Issuer stating that the Holder elects to convert all or a portion of the shares
of Series D Preferred Stock represented by certificates delivered to the Issuer
or the Transfer Agent contemporaneously. The Conversion Notice will specify or
include:

         (i) The number of shares of Series D Preferred Stock being converted by
     the Holder,

         (ii) The name or names (with address and taxpayer identification
     number) in which a certificate or certificates for shares of Class A Common
     Stock are to be issued,

                                       12



         (iii) A written instrument or instruments of transfer in form
     reasonably satisfactory to the Issuer or the Transfer Agent duly executed
     by the Holder or its duly authorized legal representative, and

         (iv) Transfer tax stamps or funds therefor, if required pursuant to
     Section 4.5.

     SECTION 11.11 "DAILY MARKET PRICE" means the price of a share of Class A
Common Stock on the relevant date, determined (a) on the basis of the last
reported sale price regular way of the Class A Common Stock as reported on the
Nasdaq National Market (the "NNM"), or if the Class A Common Stock is not then
listed on the NNM, as reported on such national securities exchange upon which
the Class A Common Stock is listed, or (b) if there is no such reported sale on
the day in question, on the basis of the average of the closing bid and asked
quotations regular way as so reported, or (c) if the Class A Common Stock is not
listed on the NNM or on any national securities exchange, on the basis of the
average of the high bid and low asked quotations regular way on the day in
question in the over-the-counter market as reported by the National Association
of Securities Dealers Automated Quotation System, or if not so quoted, as
reported by National Quotation Bureau, Incorporated, or a similar organization.

     SECTION 11.12 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

     SECTION 11.13 "HOLDER" means a Person in whose name a share or shares of
Capital Stock are registered.

     SECTION 11.14 "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and the rules and regulations thereunder.

     SECTION 11.15 "HUGHES" means Hughes Electronics Corporation, a Delaware
corporation.

     SECTION 11.16 "IMPLEMENTATION AGREEMENT" means the Implementation
Agreement, dated as of October 28, 2001, among the Issuer, General Motors and
Hughes, as it may be amended from time to time.

     SECTION 11.17 "INITIAL HOLDER" means the Investor or any direct or
indirect, wholly-owned Subsidiary of the Investor designated by the Investor to
purchase the Series D Preferred Stock pursuant to Section 7.01(a) of the
Investment Agreement.

     SECTION 11.18 "INVESTMENT AGREEMENT" means the Investment Agreement, dated
December 14, 2001, between the Issuer and the Investor named therein (the
"Investor"), as it may be amended from time to time.

     SECTION 11.19 "ISSUANCE DATE" means the date on which the Series D
Preferred Stock is originally issued under this Certificate of Designations.

                                       13



     SECTION 11.20 "ISSUER" means EchoStar Communications Corporation, a Nevada
corporation.

     SECTION 11.21 "LEGAL HOLIDAY" means a Saturday, a Sunday or a day on which
banking institutions in the City of New York or at a place payment is to be
received are authorized by law, regulation or executive order to remain closed.
If a payment date is a Legal Holiday at a place of payment, payment may be made
at that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

     SECTION 11.22 "LIQUIDATION" means any liquidation, dissolution or
winding-up of the affairs of the Issuer, whether voluntary or involuntary;
provided that for purposes of Article 7, a consolidation or merger of, or share
exchange by, the Issuer with any other Person shall not constitute a
Liquidation.

     SECTION 11.23 "LIQUIDATION PREFERENCE" means $260.395 per share of Series D
Preferred Stock.

     SECTION 11.24 "MERGER" means the merger provided for in Article 1 of the
Merger Agreement.

     SECTION 11.25 "MERGER AGREEMENT" means the Agreement and Plan of Merger,
dated as of October 28, 2001, by and between the Issuer and Hughes, as it may be
amended from time to time.

     SECTION 11.26 "PANAMSAT STOCK PURCHASE AGREEMENT" means the Stock Purchase
Agreement, dated as of October 28, 2001, among the Issuer, Hughes, Hughes
Communications Galaxy, Inc., Hughes Communications Satellite Services, Inc. and
Hughes Communications, Inc., as it may be amended from time to time.

     SECTION 11.27 "PERMITTED TRANSFEREE" means the Investor or any direct or
indirect, wholly-owned Subsidiary of the Investor, as the case may be.

     SECTION 11.28 "PERSON" means any individual, corporation, partnership,
joint venture, association, joint-stock issuer, trust or unincorporated
organization (including any subdivision or ongoing business of any such entity
or substantially all of the assets of any such entity, subdivision or business).

     SECTION 11.29 "SEC" means the Securities and Exchange Commission.

     SECTION 11.30 "SECURITIES ACT" means the Securities Act of 1933, as
amended.

     SECTION 11.31 "SERIES D PREFERRED STOCK" means the Series D Preferred Stock
authorized in this Certificate of Designations.

                                       14



     SECTION 11.32 "SUBSIDIARY" means, with respect to any person, any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or indirectly, by
such person or one or more of the other Subsidiaries of such person or a
combination thereof.

     SECTION 11.33 "SURVIVING CORPORATION" means, in the case of any merger or
consolidation to which the Issuer is a party, the Person surviving such merger
or resulting from such consolidation, as the case may be.

     SECTION 11.34 The "TRANSFER AGENT" shall be as established pursuant to
Article 12 hereof.

ARTICLE 12        TRANSFER AGENT AND REGISTRAR

     The Issuer may, but shall not be required to, appoint a transfer agent and
registrar for the Series D Preferred Stock and shall give notice to the holders
of any such appointment. The Issuer may, in its sole discretion, remove the
Transfer Agent in accordance with the agreement between the Issuer and the
Transfer Agent; provided that the Issuer shall appoint a successor transfer
agent who shall accept such appointment prior to the effectiveness of such
removal.

ARTICLE 13        OTHER PROVISIONS

     SECTION 13.1 With respect to any notice to a Holder of shares of Series D
Preferred Stock required to be provided hereunder, neither failure to mail such
notice, nor any defect therein or in the mailing thereof, to any particular
Holder shall affect the sufficiency of the notice or the validity of the
proceedings referred to in such notice with respect to the other Holders or
affect the legality or validity of any distribution, rights, warrant,
reclassification, consolidation, merger, conveyance, transfer, dissolution,
liquidation or winding up, or the vote upon any such action. Any notice which
was mailed in the manner herein provided shall be conclusively presumed to have
been duly given whether or not the Holder receives the notice.

     SECTION 13.2 With respect to any purported sale, assignment, transfer or
other disposition of any shares of Series D Preferred Stock or beneficial
ownership thereof (including any sales, assignments, transfers or dispositions
to a Permitted Transferee), the Holder thereof shall provide at least three (3)
Business Days' written notice to the Secretary of the Issuer of the intended
date of such sale, assignment, transfer or disposition of the Series D Preferred
Stock and the identity of such purported transferee or transferees.

     SECTION 13.3 All notices or other communications required or permitted to
be given hereunder shall be in writing and shall be delivered by hand or sent by
facsimile or sent, postage prepaid, by registered, certified or express mail or
overnight courier service

                                       15



and shall be deemed given when so delivered by hand or facsimile, or if mailed,
three days after mailing (one business day in the case of express mail or
overnight courier service), as follows:

     (a) if to the Issuer:

         5701 South Santa Fe Drive
         Littleton, Colorado  80120
         Attention: David K. Moskowitz, Senior Vice President, General
         Counsel and Secretary
         Telecopy No.: (303) 723-1699

     (b) if to a Holder: at the address of such Holder as the same appears on
the stock ledger of the Issuer, provided that each such Holder may designate in
writing another address for notices or other communications required or
permitted to be given hereunder.

     SECTION 13.4 Shares of Series D Preferred Stock issued and reacquired by
the Issuer will be retired and canceled promptly after reacquisition thereof
and, upon compliance with the applicable requirements of Nevada law, have the
status of authorized but unissued shares of preferred stock of the Issuer
undesignated as to series and may with any and all other authorized but unissued
shares of preferred stock of the Issuer be designated or redesignated and issued
or reissued, as the case may be, as part of any series of preferred stock of the
Issuer.

     SECTION 13.5 No fractional shares of Class A Common Stock or securities
representing fractional shares of Class A Common Stock will be issued upon
conversion or as dividends payable on the Series D Preferred Stock. Any
fractional interest in a share of Class A Common Stock resulting from conversion
or dividend payment will be paid in cash based on the last reported sale price
of the Class A Common Stock on the Nasdaq National Market (or any national
securities exchange or authorized quotation system on which the Class A Common
Stock is then listed) at the close of business on the trading day next preceding
the date of conversion or dividend payment date, as the case may be, or on the
trading day next preceding such later time as the Issuer is legally and
contractually able to pay for such fractional shares. For purposes of
determining whether a Person would receive a fractional share of Class A Common
Stock upon conversion or as dividends payable on the Series D Preferred Stock,
all shares of Class A Common Stock that such Holder of shares of Series D
Preferred Stock would otherwise be entitled to receive as a result of such
conversion or dividends shall be aggregated.

     SECTION 13.6 No Holder of shares of Series D Preferred Stock shall be
entitled to the rights set forth in Section 92A.300 et seq. of the Nevada
Revised Statutes. Without limiting the generality of the foregoing, no Holder of
shares of Series D Preferred Stock shall have any rights to dissent from, or
obtain payment of the fair value of such Holder's shares of Series D Preferred
Stock in the event of, any of the corporate

                                       16



actions set forth in Section 92A.380 of the Nevada Revised Statutes, including,
without limitation, the consummation of a plan of merger with respect to which
the approval of the Holders of any Capital Stock of the Issuer is required. Each
Holder of shares of Series D Preferred Stock shall have no right to (i) receive
notice pursuant to Section 92A.410 of the Nevada Revised Statutes from the
Issuer or (ii) deliver to the Issuer notice of intent to demand payment for such
Holder's shares of Series D Preferred Stock pursuant to Section 92A.420 of the
Nevada Revised Statutes.

     SECTION 13.7 All notice periods referred to herein shall commence on the
date of the mailing of the applicable notice.






                                       17




     IN WITNESS WHEREOF, EchoStar Communications Corporation has caused this
Certificate of Designations to be signed by David K. Moskowitz, its Senior Vice
President, General Counsel and Secretary, this 18th day of January, 2002.


                                      ECHOSTAR COMMUNICATIONS CORPORATION


                                      /s/ David K. Moskowitz
                                      -----------------------------------
                                      David K. Moskowitz
                                      Senior Vice President, General Counsel and
                                      Secretary






                                       18

FOR IMMEDIATE RELEASE

ECHOSTAR COMMUNICATIONS CORPORATION COMPLETES
VIVENDI UNIVERSAL INVESTMENT

Littleton, Colo., Tuesday, Jan. 22, 2002 - EchoStar Communications Corporation (NASDAQ: DISH) announced today that it has closed the previously announced $1.5 billion Vivendi Universal (NYSE: V; Paris Bourse: EX FP) equity investment in EchoStar.

Proceeds from the investment are expected to be used to provide a portion of the funding for the pending merger with Hughes Electronics Corporation, a wholly owned subsidiary of General Motors Corporation (NYSE: GM, GMH) and the parent company of DIRECTV, and for general corporate purposes.

At today’s closing, Vivendi Universal received 5,760,479 newly issued shares of EchoStar Series D Preferred Stock at an issue price of approximately $260.40 per share in exchange for the $1.5 billion equity investment by Vivendi Universal. Each share of the preferred stock will have the same economic and voting rights as the 10 shares of Class A common stock into which it is convertible and will have a liquidation preference equal to its issue price. In connection with the consummation of the pending merger with Hughes Electronics Corporation, the Series D Preferred stock will convert into shares of new EchoStar Class A common stock. In the event the merger is not consummated for any reason, the Series D Preferred Stock would convert into shares of EchoStar Class A common stock upon the occurrence of certain events as described in the investment documents. As a result of the transaction, Vivendi Universal owns approximately 10 percent of EchoStar’s fully diluted equity, or less than 5 percent of the combined EchoStar/Hughes fully diluted equity assuming the pending merger is consummated. The shares represent approximately 2 percent of the total fully diluted voting rights of EchoStar today, and

would represent less than 1 percent of the total fully diluted voting rights of the new company assuming the Hughes merger is consummated.

Also effective today, Jean-Marie Messier, the chairman and CEO of Vivendi Universal, became a member of EchoStar’s Board of Directors.

The transactions are not conditioned on the closing of the EchoStar-Hughes merger and will remain in effect whether or not the EchoStar-Hughes merger is approved.

In connection with the proposed transactions, General Motors Corporation (“GM”), Hughes Electronics Corporation (“Hughes”) and EchoStar Communications Corporation (“EchoStar”) intend to file relevant materials with the Securities and Exchange Commission, including one or more Registration Statement(s) on Form S-4 that contain a prospectus and proxy/consent solicitation statement. Because those documents will contain important information, holders of GM $1-2/3 and GM Class H common stock are urged to read them, if and when they become available. When filed with the SEC, they will be available for free at the SEC’s website, www.sec.gov, and GM stockholders will receive information at an appropriate time on how to obtain transaction-related documents for free from General Motors. Such documents are not currently available.

General Motors and its directors and executive officers, Hughes and certain of its officers, and EchoStar and certain of its executive officers may be deemed to be participants in GM’s solicitation of proxies or consents from the holders of GM $1-2/3 common stock and GM Class H common stock in connection with the proposed transactions. Information regarding the participants and their interests in the solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain additional information regarding the interests of the participants by reading the prospectus and proxy/consent solicitation statement if and when it becomes available.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Materials included in this document contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. The factors that could cause actual results of GM, Hughes, EchoStar, or a combined EchoStar and Hughes, to differ materially, many of which are beyond the control of EchoStar, Hughes or GM include, but are not limited to, the following: (1) the businesses of EchoStar and Hughes may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected benefits and synergies from the combination may not be realized within the expected time frame or at all; (3) revenues following the transaction may be lower than expected; (4) operating costs, customer loss and business disruption including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers, may be greater than expected following the transaction; (5) generating the incremental growth in the subscriber base of the combined company may be more costly or difficult than expected; (6) the regulatory approvals required for the transaction may not be obtained on the terms expected or on the anticipated schedule; (7) the effects of legislative and regulatory changes; (8) an inability to obtain certain retransmission consents; (9) an inability to retain necessary authorizations from the FCC; (10) an increase in competition from cable as a result of digital cable or otherwise, direct broadcast satellite, other satellite system operators, and other providers of subscription television services; (11) the introduction of new technologies and competitors into the subscription television business; (12) changes in labor, programming, equipment and capital costs; (13) future acquisitions, strategic partnership and divestitures; (14) general business and economic