The NASDAQ Stock Market LLC Exhibit C, Tab 28 … · The NASDAQ Stock Market LLC Form 1 -Exhibit C, Tab 28 Name and Address: Microsoft Corporation ("Microsofl") One Microsoft Way

The NASDAQ Stock Market LLC Form 1 - Exhibit C, Tab 28

Name and Address:

Microsoft Corporation ("Microsofl") One Microsoft Way Redmond, Washington 98052

Details of organization:

Stock corporation organized under the Business Corporation Act of the State of Washington in 1 975.

Contractual relationship:

The Nasdaq Stock Market, Inc. and Microsoft are parties to a Microsoft Premier Support Services Agreement dated June 13,2005 and a Microsoft Enterprise Agreement dated June 13,2003.

Business or functions:

Microsoft provides the Windows Server 2003 operating system, which is the operating system used by Nasdaq market dissemination systems, customer connectivity systems, real-time surveillance systems, and systems that connect the Nasdaq Market Center and The Brut ECN with Nasdaq corporate and regulatory systems.

Certificate of Incorporation:

Attached as Exhibit A.

By-Laws:

Attached as Exhibit B.

Officers, Governors, and Standing Committee Members

Attached as Exhibit C.

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How t o Contact Beb Microsoft Mlcrosoft Board of Directors

Corporation Founded in 1975, M~crosoft (Nasdaq "MSFT") rs the worldwtde leader in software, services and Ci,iendaroi!nveste: Internet. Re!ai!ons Events .. . ... . . . technologies for pefsonai and business t"1icr~soitR~erd- ofcomputing. The company offers a wide range of - ....... products and services desianed to empower people through great software -- any time, any place and on any device.

Articles ofEncorporation (1/23/03)

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF MICROSOFT

CORPORATION Pursuant to RCW 238.10.070, the followtno Amended and

Restated Articles of Incorwratlon are here& submitted for fiiing:

ARTICLE I NAME

The name of the corporation is Microsoft Corporation.

ARTICLE I1 REGISTERED OFFICE AND AGENT

The address of the registered office of the "Corporation" is 920 Fourth Avenue, Suite 2900, Seattle, Washington 95104, and the name of the registered agent at such address is PTSGE Corp.

ARTICLE 111 PURPOSE

The Corporation is organized for the purposes of transactina anv and all lawful business for which a

ARTICLE I V CAPITAL SHARES

4.1 AUthoi7zedShxe.s. . The total number of shares of stock that the Corporation shall have authority to issue 8s 24,100,000,000 shares, which shall consist of 24,000,000,000 shares of common stock, $0.00000625 par value per share ("Common Shares") and 100,000,000 shares of preferred stock, $.01 par value per share

("Preferred Shares"). Exceot as otherwise orovidea in armidanre with these Articies of Incor~orat ion the

with each share participating on a pro rata basis. 4.2 Iss~(ance-ofPreferredShares. The Board of Directors is hereby authorized from time to time, without sharehoider action, to provide for the issuance of Preferred Shares in one or more series not exceeding in the aggregate the number of Preferred Shares authorized by these Articles of Incorporation, as amended from time to time; and to determine with respect t o each such series the voting powers, i f any (which voting powers, if granted, may be full or limited), designations, preferences, and relative, particlpaiing, option, or other special rights, and the quaiifications, Ihrnitations, or restrictions reiating thereto, including without limiting the generality of the foregoing, the voting rights relating to Preferred Shares of any series (which may be one or more votes per share or a fraction of a vote per share, which may vary over time, and which may be appiicable generally or only upon the happening and continuance of stated events or conditions), the rate of diwdend to which holders of Preferred Shares of any series may be entitled (which may be cumulative or noncumulative), the rights of hoiders of Preferred Shares of any series in the event of iiquidation, dissoiution, or w~nding up of the affairs of the Corporation, the rights, if any, of hoiders of Preferred Shares of any series to convert or exchange such Preferred Shares of such series for shares of any other ciass or series of capitai stock or for any other securities, property, or assets of the Corporation or any subsidiary (including the determination of the price or prices or the rate or rates appiicabie to such rights to convert or exchange and the adjustment thereof, the time or times during which the right to convert or exchange shail be appiicabie, and the time or times during which a particuiar price or rate shall be applicabie), whether or not the shares of that series shall be redeemable, and if so, the terms and conditions of such redemption, including the date or dates upon or after which they shali be redeemable, and the amount per share payabie in case of redemption, which amount may vary under different conditions and at different redemption dates, and whether any shares of that series shall be redeemed pursuant to a retirement or sinkino fund or otherwise and the terms and

voting powers, designations, preferences, the relative,

Preferred Shares of such series authorized by the Board of Directors to be issued shali be filed with the secretarv of

further authorized to increase or decrease (but not beiow the number of such shares of such series then outstanding: tha number of shares of any series subsequent to the issuance of shares of that series

ARTICLE V NO PREEMPTIVE RIGHTS

Snareholders of the Corooration have no oreemotlve r~ohts ic acqoire addit~onal shares of stock or securities Convertibie into shares of stock issued by the Corporation

ARTICLE V I DIRECTORS

6 1 Number The number of ofrectors of the Corporation shali be fixed in the manner specified by the bylaws of the Corporation

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INDEMNIFICATION 12.1 Defin~ti.o,ns. As used in this Article: a. "Agent" means an individual who is or was an agent of the Corporation or an individual who, while an agent of the Corporation, is or was serving at the Corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee beneiit plan, or other enterprise. "Agent" includes, unless the context requires otherwise, the spouse, heirs, estate and personai representative of an agent. b. "Corposgon" means the Corporation, and any domestic or foreign predecessor entity wh~ch, in a merger or other transaction, ceased to exist. c. "Dire_ctor"means an individual who is or was a director of the Corporation or an individual who, while a director of the Corporation, is or was sewing at the Corporation's request as a director officer, partner, trustee, employee, o r agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. "Director" includes, unless the context requires otherwise, the spouse, heirs, estate and personal representative of a director. d. "Employee" means an individuai who is or was an empioyee of the Corporation or an individual, while an employee of the Corporation, is or was serving at the Corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit olan. or other enterwise- "Emolovee" includes.

e "Expenses" mclude counsel fees

possesses indemnification rights pursuant to these Articles or other corporate action. "lndemnitee" includes, uniess the context requires otherwise, the spouse, heirs, estate, and personal representative of such individuals. g. "LiabiILty" means the obligation to pay a judgment, settlement penalty, fine, including an excise tax with respect to an employee benefit plan, or reasonable Expenses incurred with respect to a proceeding. h. "0.ffic.r" means an individual who is or was an officer of the Corporation (regardless of whether or not such individual was also a Director) or an individuai who, while an officer of the Corporation, is or was serving at the Corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. "Officer" includes, unless the context requires otherwise, the spouse, heirs, estate and personal representative of an officer. .. "Pariy" includes an individual who was, is, or is threatened to be named a defendant, respondent or wltness in a proceeding. j. proceedi in^" means any threatened, pending, or completed action, suit, or proceeding, whether civil, derivat~ve, crim#nal, administrative, or investigative, and whether formal or informal.

hereafter in force against lhability arising out of a Proceeding to which such individual was made a Party because the individual is or was a Director or an Offtcer. However, such mdemnity shall not apply on account of:

(a) Acts or omissions of a Director or Officer finally adjudged to be intentional misconduct or a knowing violstion of law;

(b) Conduct of a Director or Officer finally adjudgec to be in violation of Section 238.08.310 of the Act

dat ing to distributions by the Corporation; or

(c) Any transaction with respect to which i t was finally adjudged that a Director or Officer personaliy received a benefit in money, property, or services to

which the Director or Officer was not legally entitied.

Subject to the foregoing, it is specifically intended that Proceedinas covered bv indemnification shail include proceed& brouoht b; the Corooratton (includino

Directors from time to time, provide indemnification and pay Expenses in advance of the fmai d~spos~tion of a Proceed~ngto Employees and Agents of the Corporation who are not also Directors. in each case to the same extent as to a Director with respect to the indemnification and advancement of Expenses pursuant to rights granted under, or provided by, the Act or otherwise. 12.4 [email protected] f an Indemnitee is entitled to indemnification by the Corporation for some or a portion of Expenses, liabilities, or iosses actually and reasonably incurred by Indemnitee in an investigation, defense, appeal or settlement but not, however, for the total amount thereof, the Corporation shali nevertheless indemnify Indemnitee for the portion of such Expenses, liabilities or losses to which Indemnitee is entitied. 12.5 Pmcedurcf~rgeeki~@~dem~nifi~at&~naodlor A&van~emxiof.Exgenses. The following procedures shall apply in the absence of (or at the option of the Indemnitee, in iieu thereof), specific procedures otherwise applicable to an Indemnitee pursuant to a contract, trust agreement, or general or specific action of the Board of Directors: 12.5.1 No?ific_ationnandDefe~eeeof.,C!ai.m.Indemnitee shali promptly notify the Corporation in writing of any proceeding for which indemnification could be sought under this Article. I n addition, Indemnitee shall give the Corporation such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. With respect to any such proceeding as to which Indemnitee has notified the Corporation:

(a) The Corporation will be entitled to participate

therein at its own expense; and

(b) Except as otherwise provlded beiow, to the extent that it may wish, the Corporation, jo~ntiy with any other indemnifying party similarly notified, wdi be entitled to assume the defense thereof, with counsei satisfactory to Indemnitee. Indemn~tee's consent to

such counsel may not be unreasonabiy withheld

After notlce from the Corporation to Indemnitee of its electlon to assume the defense the Corooratlon wiii not be liabie to Indernnctee under th is~rt tc ie f i r anv ieaai or other

proceeding, at Indemnltee's expense; and if: (i) The employment of counsel by Indemnitee has

been authorized by the Corporation;

(ti) Indemnitee shall have reasonably concluded tna: there may be a conflict of Interest between the Corporation and Indemnitee in the conduct of such

defense; or

(iii) The Corporation shall not in fact have empioyed counsel to assume the defense of such proceeding,

the fees and Expenses of Indemnitee's counsel shall be at the expense of the Corporation. The Corporation shail not be entitled to assume the defense of any proceeding brought by or on behaif of the Corporation or as to which Indemnitee shaii reasonably have made the conclusion that a Conflict of interest may exist between the Corporation and the Indemnitee in the conduct of the defense. 12.5.2 in@rmat ion Wubmi t ted and.Metho_dof DeterminajionandAuthorizationof Indem_nification.For the purpose of pursuing rights to indemnification under this Article, the Indemnitee shall submit to the Board a sworn statement requesting indemnification and reasonabie evidence of ail amounts for which such indemnification is requested (together, the sworn statement and the evidence constitute an "Indemnification Statement"). Submission of an Indemnificat~on Statement to the Board shail create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Corporation shail, within sixty (60) calendar days thereafter, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, uniess: (1) within such sixty (60) calendar day period it shall be determined by the Corporation that the Indernnitee is not entitled to indemnification under this Article; ( 2 ) such determination shail be based upon ciear and convincing evidence (sufficrent to rebut the foregoing presumption); and (3) the Indemnitee shail receive notice in writing of such determination, which notice shail disclose with particularity the evidence upon which the determination is based. The foregoing determination may be made: (1) by the Board of Directors by majority vote of a quorum of Directors who are not at the time parties to the proceedings; (2) if a quorum cannot be obtained, by majority vote of a committee duiy designated by the Board of Directors (in which designation Directors who are parties

irovided i;y Section 238.08.550 of the Act. Any determination that the Indemnitee is not entitled to indemnification, and any faiiure to make the payments requested in the Indemnification Statement, shail be subject to judiciai review by any court of competent

Corporati&. as part of the indem<fication Statement: (a) A wr~tten affmnation of the indemnitee's good faith belief that the Indemnitee has met the standard of conduct required to be eligible for indemntfication,

and

(b) A written undertaking, constituting an unlimited general obligation of the Indemnitee, to repay the ddvance if it is uttimateiy determined that the lnaemnitee did not meet the required standard of conduct

Upon satisfaction of the foregoing the Indemnitee shail +ave 2 contractuai right to the payment of sucn Expenses

12.5.4 Settiement. The Corporation is not liabie to indemrify Indemnitee for any amounts paid in settiement of any 2roceeding without the Corporation's written consent. The Corporation shall not setile any proceeding in any manner which wouid impose any penalty or i!mitation on Iredemnitee wtnout lndemniteei wntren consent.

Neither the Corporat~on nor Indemnitee may unreasonabiy withhoid its consent to a proposed settiement.

12.6. ContracLd [elated rQ&. 12.6.: ~ogtract.Rlg&ts. The right of an Indemnitee to indemnification and advancement of Expenses is a contract right upon which the Indemnitee shall be presumed to have relied in determining to serve or to continue to serve in his or her capacity with the Corporation, Such right shali continue as iong as the Indemnitee shaii be subject to any possible proceeding. Any amendment to or repeal of this Article shaii not adversely affect any right or protection of an Indemnitee with respect to any acts or omissions of such Indemnitee occurring prior to such amendment or repeal. 12.6.2 Opi,o.na! Ins.u~a.nce~ContcaSts, md~ f l i nd ing The Corporation may:

(a) Maintain insurance, at its expense, to protect itself and any Indemnitee against any liability, whether or not the Corporation would have power to indemnify the individual against the same liabiiity under Section 238.08.5 10 or ,520 of the Act;

(b) Enter into contracts with any Indemnitee in furtherance of this Article and consistent with the Act; and

(c) Create a trust fund, grant a security interest, or use other means (including without limitation a ietter of credc) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Articie.

12.6.3 Se.ve-cabikty. I f any provision or application of this Article shaii be invalid or unenforceable, the remainder of this Articie and its remaining applications shali not be atiected thereby, and shali continue in fuli force and etiect.

12.6.4 R~hh~~tlnde~njte_et~~Bring,5_uittI f (1)a claim under this Article for indemnification is not oaid in fuil bv

~ ~

rnE Ccrpcraro.r nrthin slxty (60) days after a nr8:ter c 5 , n

nas r e e l rece vea Dy me Co,porat,on; or ( 2 ) a c a l l ? .-ncr rrl s Art,c.e for aavsncemenr o f f xperses s no: palc ," .. by the Corporation wuthin twenty (20) days after a written ciaim has been received by the Corporation, then the Indemnitee may, but need not, at any time thereafter br~ng suit against the Corporation to recover the unpaid amount of the claim. To the extent successful in whole or in part, the Indemnitee shaii be entitied to also be paid the expense (to be proportionately prorated if the Indemnitee is oniy partially successfui) of prosecuting such ciaim. Neither (1) the faiiure of the Corporation (inciuding i t s Board of Directors, its sharehoiders, or independent iegai counsel) to have made a determination prior to the commencement of such proceeding that indemnif~cation or reimbursement or advancement of Expenses to the lndemnitee is proper in the circumstances; nor (2) an actual determination by the Corporation (inciuding its Board of Directors. its sharehoiders. or indeoendent ieoai

presumption that the Indemnitee is not so entitled

12.6.5 Nonexciusivity of Rights. The right tc ~ndemnification and the payment of Expenses incurred in defending a Proceeding in advance of its final disposition granted in this Article shail not be excluswe of any other right which any Indemnitee may have or hereafter acouire under any statute, provision of this Article or the Byiaws, agreement, vote of sharehoiders or disinterested directors, or otherwise. The Corporation shaii have the express right to grant additional Indemnity without seeking furtiner

approvai or satisfaction by the shareholders. Ail appiicabie indemnity provisions and any appiicabie law shaii be interpreted and applied so as to provide an Indemnitee with the broadest but nonduplicative indemnity to which he or she is entitled. 12.7 Co.ntrih_uliio.n. I f the indemnification provided in Section 12.2 of this Article is not available to be paid to Indemnitee for any reason other than those set forth in subparagraphs 12.2(a), 12.2(b), and 12.2(c) of Section 12.2 of this Article (for example, because indemnification is held to be against public policy even though otherwise permitted under Section 12.2) then in respect of any proceeding in which the Corporation is jointly liabie with Indemnitee (or would be if jo~ned in such proceeding), the Corporation shali contribute to the amount of loss paid or payable by indemnitee in such proportion as 1s appropriate to reflect: The relative benefits received by the Corporation on the one hand and the Indemnitee on the other hand from the transaction from which such proceeding arose, and The relative fault of the Corporation on the one hand and the indernritee on the other hand in connection with the events which resulted in such ioss, as well as any other relevant equitable consideration. The relative benefits received by and fault of the Corporation on the one hand and the Indemnitee on the other shall be determined by a court of appropriate jurisdiction (which may be the same court in which the proceeding took piace) with reference to, among other things, the parties' reiative intent, knowiedge, access to information, and opportunity to correct or prevent the circumstances resulting in such ioss. The Corporation agrees that i t wouid not be just and equitabie if a contribution pursuant to this Article was determined by pro rata ailocation or any other method of allocation which ooes not take account of the foregoing equitable considerations. 12.8 Excepfions.Any other provision herein to the contraiy notwithstanding, the Corporation shall not be obligated pursuant to the terms of these Articles to indemnify or advance Expenses to Indemnitee with respect to any

Directors finds i t to be appropriate. Notwithstanding the foregoing, the Corporation shall provide indemnification inciudins the advancement of Expenses with respect t o ~ roceedngs brought to establ~sh or enforce a right to indemn~f,cat$onunder these Articies or any other statcte or iaw or as otherwise reouired under the statute.

made oy lndemnitee in such pioceedtng was not made in good faith or was frivoious.

12.8.3 Insured Claims. For whtch any of the Expenses or iiabiiites for indemnification is being sought have been paid directiy to indemnitee by an insurance carrier under a policy of officers' and directors' itability insurance maintained by the Corporation.

12.8.4 Prohibired by Law. i f the Corporation is prohibited by the Act or other appiicable iaw as then in effect from paying such indeninification and/or advancement of Expenses. For example, the Corporation and Indemnitee acknowledge that the Securities and Exchange Commission J.'5ECU) has taken the positson that indemnification is not possibif for iizbiiit!es arising under certain federal securit,es laws. lndemnitee understands and acknowiedges that the Corporat~on has undertaken or may be required in the future to undertake with the SEC to submit the

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right to indemnify Indemnitee. 12.9 i~,cice_ss,or~a_ndAssr&ms. All obiigations of the Corporation to indemnify any Director or Officer shall be binding upon ail successors and assigns of the Corporation (including any transferee of ail or substantially all of its assets and any successor by merger or otherwise by operation of law). The Corporation shall not effect any sale of substantially all of its assets, merger, consolidation, or other reorganization, in which it is not the surviving entity, uniess the surviving entity agrees in writing to assume ali such obligations of the Corporation.

ARTICLE XI11 CORPORATION'S AC UISITION OF ITS

OWN SH %RES The Corporation may purchase, redeem, receive, take or otherwise acquire, own and hoid, sell, lend, exchange, transfer or otherwise dispose of, pledge, use and otherwise deal with and in its own shares. As a specific modification of Section 238.06.310 of the Act, pursuant to the authority in Section 235.02.020(5)(~) of the Act, to include provisions reiated to the management of the business and the regulation of the affairs of the Corporation, shares of the Corporation's stock acquired by it pursuant to this Article shall be considered "Treasury Stock" and so held by the Corporation. The shares so acquired by the Corporation shall not be considered as authorized and unissued but rather as authorized, issued, and heid by the Corporation The shares, so acquired shall not be regarded as cancelied or as a reduction to the authorized capital of the Corporation unless specifically so designated by the Board of Directors in an amendment to these Articies of Incorporation. The provisions of this Article do not alter or effect the status of the Corporation's acquisition of its shares as a "distribution" by the Corporation as defined in Section 238.01.400(6) of the Act, nor alter or effect the limitations on distributions by the Corporation as set forth in Section 238.06.400 of the Act. Any shares so acquired by the Corporation, uniess otherwise specifically designated by the Board of Directors, at the time of acquisition, shall be considered on subsequent disposition, as transferred rather than reissued. Nothina in this Article limits or restricts the noht of the ~on;oratton to reseil or otherwise

Articles of Incorporation as of January 23, 2003 JOHN A. SEETHOFF

Assistant Secretary

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BYLAWS OF MICROSOFT CORPORATION ARTICLE I

Shareholders 1.1Annual Meeting. The annual meeting of the shareholders of the Corporation for the election of directors and for the transaction of such other business as properly may be submitted to such annual meeting, shall be held at the hour and on the date designated by the Board of Directors or an authorized committee of the Board of Directors, such date to be within 150 days of the end of the fiscal year. 1.2 Special Meetings. Special meetings of the shareholders of the Corporation, for any purpose or purposes, may be called at any time by the Board of Directors or an authorized committee of the Board of Directors. 1.3 Place o f Meetings. Meetings of shareholders shall be held at such place within or without the State of Washington as determined by the Board of Directors, or an authorized committee of the Board, pursuant to proper notice. 1.4 Notice. Written or electronic notice of each shareholders' meeting stating the date, time, and place and, in case of a special meeting, the purpose(s) for which such meeting is called, shall be given by the Corporation not less than ten (10) (unless a greater period of notice is required by law in a particular case) nor more than sixty (60) days prior to the date of the meeting, to each shareholder of record, to the shareholder's address as it appears on the current record of shareholders of the Corporation. 1.5 Quorum o f Shareholders. At any meeting of the shareholders, a majority in interest of all the shares entitled to vote on a matter, represented by shareholders

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Directors


of record in person or by proxy, shall constitute a quorum of that voting group for action on that rnatter. Once a share is represented at a meeting, other than to object to holding the meeting or transacting business, it is deemed to be present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for the adjourned meeting. At such reconvened meeting, any business may be transacted that might have been transacted at the meeting as originally notified. I f a quorum exists, action on a rnatter is approved by a voting group if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action, unless the question is one upon which by express provision of the Washington Business Corporation Act, as amended ("WBCA), or of the Articles of Incorporation or of these Bylaws a different vote is required. 1.6 Adjournment. A majority of the shares represented at the meeting, even if less than a quorum, may adjourn the meeting from time to time. At such reconvened meeting at which a quorum is present any business may be transacted at the meeting as originally notified. I f a meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if a new date, time, or place is announced at the meeting before adjournment; however, if a new record date for the adjourned meeting is or must be fixed in accordance with the WBCA, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date. 1.7 Record Date and Transfer Books. For the purpose of determining shareholders who are entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a record date for any such determination of shareholders, such date in any case to be not more than seventy (70) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. I f no record date is fixed for such purposes, the date on which notice of the meeting is given or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned more than one hundred twenty (120) days after the date is fixed for the original meeting. 1.8 Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make at least ten (10) days before each meeting of shareholders a complete record of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged by any applicable voting groups and in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder or any shareholder's agent during the whole time of the meeting for the purposes thereof. 1.9 Proxies. Shareholders of record may vote at any meeting either in person or by proxy. A shareholder may appoint a proxy to vote for the shareholder by submission of (a) an appointment form signed by the shareholder or the shareholder's attorney-in-fact, or (b) an electronic transmission sent in accordance with the provisions for electronic notice under Section 3.3. An a~~o in tmen t of proxy is effective when an appointment f&m or an electronic transmission (or documentary evidence thereof, including verification information) is received by the person


authorized to tabulate votes for the Corporation. The proxy has the same power to vote as that possessed by the shareholder, unless the appointment form or electronic transmission contains an express limitation on the power to vote or direction as to how to vote the shares on a particular matter, in which event the Corporation must tabulate the votes in a manner consistent with that limitation or direction. An appointment of proxy is valid for eleven (11) months unless a longer period is expressly provided in the appointment form or electronic transmission. 1.10 Organization of Meeting. The officer designated by the Chief Executive Officer (or in the absence of a designation by the Chief Executive Officer, any other officer designated by the Board of Directors) may call any meeting of shareholders to order and shall be the Chairman thereof. The Secretary of the Corporation, if present at any meeting of its shareholders, shall act as the Secretary of such meeting. I f the Secretary is absent from any such meeting, the Chairman of such meeting may appoint a Secretary for the meeting. 1.11Order of Business. The Chairman of a meeting of shareholders, determined in accordance with Section 1.10, shall have discretion to establish the order of business for such meeting subject to any specific order established by the Board of Directors. 1.12 Advance Notice of Shareholder Proposals and Director Nominations. Shareholders mav nominate one or more persons for election as directors at the annual meeting of shareholders or propose business to be brought before the annual meeting of shareholders, or both, only if (i) such business is a proper matter for shareholder action under the WBCA and (ii) the shareholder has given timely notice in proper written form of such shareholder's intent to make such nomination or nominations or to propose such business. To be timely, a shareholder's notice relating to the annual meeting shall be delivered to the Secretary at the principal executive offices of the Corporation not less than 120 or more than 180 days prior to the first anniversary (the "Anniversary") of the date on which the Corporation first mailed its proxy materials for the preceding year's annual meeting of shareholders. However, if the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the Anniversary of the preceding year's annual meeting, then notice by the shareholder to be timely must be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the later of (i) the 90th day prior to such annual meeting or (ii) the 15th day following the day on which public announcement of the date of such meeting is first made. To be in proper form a shareholder's notice to the Secretary shall be in writing and shall set forth (i) the name and address of the shareholder who intends to make the nomination(s) or propose the business and, as the case may be, of the person or persons to be nominated or of the business to be proposed, (ii) a representation that the shareholder is a holder of record of stock of the Corporation, that the shareholder intends to vote such stock at such meeting and, in the case of nomination of a director or directors, intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, (iii) in the case of nomination of a director or directors, a description of all arrangements or understandings between the shareholder and each nominee or any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder, (iv) such other information regarding each nominee or each matter of business to be proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to Regulation 14A promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), had the nominee been nominated, or intended to be nominated, or

Microsoft Corporation Bylaws Page 4 o f 9

the matter been proposed, or intended to be proposed, by the Board of Directors of the Corporation and (v) in the case of nomination of a director or directors, the consent of each nominee to serve as a director of the Corporation if so elected The Chairman of a meeting of shareholders may refuse to acknowledge the nomination of any person or the proposal of any business not ,made in compliance with the foregoing procedures. The business to be conducted at a special meeting of shareholders shall be limited to the business set forth in the notice of meeting sent by the Corporation. Notwithstanding the foregoing provisions of this Section 1.12, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to matters set forth in this Section 1.12. Nothing in this Section 1.12 shall affect any rights of shareholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rule 14a- 8 under the Exchange Act nor grant any shareholder a right to have any nominee included in the Corporation's proxy statement.

ARTICLE I1 Board of Directors

2.1 Number and Qualifications. The business affairs and property of the Corporation shall be managed by a Board of not less than three directors nor more than eleven directors. The number of directors may at any time be increased or decreased by resolution of the Board of Directors or by the shareholders at the annual meeting. Directors need not be shareholders of the Corporation or residents of the State of Washington. 2.2 Election - Term of Office. The directors shall be elected by the shareholders at each annual shareholders' meeting to hold office until the next annual meeting of the shareholders and until their respective successors are elected and qualified. If, for any reason, the directors shall not have been elected at any annual meeting, they may be elected at a special meeting of shareholders called for that purpose in the manner provided by these Bylaws. 2.3 Regular Meetings. Meetings of the Board of Directors shall be held at such places, and at such times as the Board may determine, and, if so determined, no notice thereof need be given. A regular meeting of the Board of Directors may be held without notice immediately after the annual meeting of shareholders at the same place at which such meeting was held. 2.4 Special Meetings. Special meetings of the Board of Directors may be held at any time or place upon the call of a majority of directors, the Chief Executive Officer or the Chief Operating Officer. 2.5 Notice. No notice is required for regular meetings of the Board of Directors. Notice of special meetings of the Board of Directors, stating the date, time, and place thereof, shall be given in a manner described in Section 3.3 at least two (2) days prior to the date of the meeting. The purpose of the meeting need not be given in the notice. 2.6 Waiver of Notice. A director may waive notice of a special meeting of the Board of Directors either before or after the meeting, and such waiver shall be deemed to be the equivalent of giving notice. The waiver must be in given in accordance with the requirements of written or electronic notice in Section 3.3. Attendance or participation of a director at a meeting shall constitute waiver of notice of that meeting unless said director attends or participates for the express purpose of objecting to the transaction of business because the meeting has not been lawfully called or convened.

2.7 Quorum of Directors. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business, but if at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum shall have been obtained. When a quorum is present at any meeting, a majority of the members


present shall decide any question brought before such meeting, except as otherwise provided by the Articles of Incorporation or by these Bylaws. 2.8 Adjournment. A majority of the directors present, even if less than a quorum, may adjourn a meeting and continue it to a later time. Notice of the adjourned meeting or of the business to be transacted thereat, other than by announcement, shall not be necessary. At any adjourned meeting at which a quorum is present, any business may be transacted which could have been transacted a t the meeting as originally called. 2.9 Resignation. Any director of the Corporation may resign at any time by giving written notice to the Board of Directors, the Chairman, the President, or the Secretary of the Corporation. Any such resignation is effective when the notice is delivered, unless the notice specifies a later effective date. 2.10 Vacancies. Unless otherwise provided by the WBCA, in case of any vacancy in the Board of Directors, including a vacancy resulting from an increase in the number of directors, the remaining directors, whether constituting a quorum or not, may fill the vacancy. 2.11 Compensation. The Board of Directors shall have the sole authority to fix the amount of compensation of directors. 2.12 Committees. The Board of Directors, by resolution adopted by a majority of the full Board, may designate from among its members one or more committees, each of which:

a. Shall have two (2) or more members;

b. Shall be governed by the same rules regarding meetings, action without meetings, notice, and waiver of notice, and quorum and voting requirements as applied to the Board; and

c. To the extent provided in such resolution, shall have and may exercise all the authority of the Board, except no such committee shall have the authority to :

(1)Authorize or approve a distribution except according to a general formula or method prescribed by the Board;

(2) Approve or propose to shareholders action which the WBCA requires to be approved by shareholders;

(3) Fill vacancies on the Board or on any of its committees;

(4) Amend the Articles of Incorporation;

(5) Adopt, amend, or repeal the Bylaws;

(6) Approve a plan of merger not requiring shareholder approval; or

(7) Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations on a class or series of shares, except that the Board may authorize a committee, or a senior executive officer of the Corporation, to do so within limits specifically prescribed by the Board.

ARTICLE I11 S ecial Measures AIfplying to Meetings of &areholders, the oard of Directors and

Comm~tteesof the Board 3.1 Action by Unanimous Consent. Any action required or permitted to be taken at a meeting of the Board of Directors or a committee of the Board may be accomplished without a meeting if the action is taken by all the members of the Board or all the members of the committee, as the case may be. The action must be


evidenced by one or more consents describing the action to be taken, given by all directors or all members of the committee, as the case may be, to the Corporation for inclusion in the minutes in a manner equivalent to written or electronic notice under Section 3.3. Directors' COnSentS may be given either before or after the action taken. Action taken by unanimous consent is effective when the last director consents to the action, unless the consent specifies a later effective date. 3.2 Use of Communications Equipment. Meetings of the shareholders, the Board of Directors and committees of the Board may be effectuated by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other during the meeting. Participation by such means shall constitute presence in person at such meeting. 3.3 Oral, Written and Electronic Notice. Terms used in this Bylaw shall be as defined in the WBCA. Oral notice may be communicated in person or by telephone, wire or wireless equipment that does not transmit a facsimile of the notice. Oral notice is effective when communicated if communicated in a comprehensible manner. Written notice may be transmitted by mail, private carrier, or personal delivery; telegraph or teletype; or telephone, wire, or wireless equipment that transmits a facsimile of the notice and provides the transmitter with an electronically generated receipt. Written notice is effective at the earliest of the following: (a) when received; (b) five (5) days after its deposit in the U.S. mail if mailed with first-class postage, to the address as i t appears on the current records of the Corporation; (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. Written notice to a shareholder is effective (a) when mailed, if mailed with first class postage prepaid; and (b) when dispatched, if prepaid, by air courier. Notices to directors and shareholders from the Corporation and from directors and shareholders to the Corporation may be provided in an electronic transmission which contains or is accompanied by information from which it can be reasonably verified that the transmission was authorized by the shareholder or by the shareholder's attorney-in-fact. Subject to contrary provisions in the WBCA, notice to shareholders or directors in an electronic transmission shall be effective only with respect to shareholders and directors that have consented, in the form of a record, to receive electronically transmitted notices and that have designated in the consent the address, location, or system to which these notices may be electronically transmitted and with respect to a notice that otherwise complies with any other requirements of the WBCA and any applicable federal law. A shareholder or director who has consented to receipt of electronically transmitted notices may revoke this consent by delivering a revocation to the Corporation in the form of a record. The consent of any shareholder or director is revoked if (a) the Corporation is unable to electronically transmit two consecutive notices given by the Corporation in accordance with the consent, and (b) this inability becomes known to the Secretary, the transfer agent, or any other person responsible for giving the notice. The inadvertent failure by the Corporation to treat this inability as a revocation does not invalidate any meeting or other action.

ARTICLE I V Officers

4.1 Positions. The officers of the Corporation may consist of a Chairman, a Chief Executive Officer, a President, one or more Vice Presidents (who may be designated as Corporate Vice Presidents, Senior Vice Presidents, Executive Vice Presidents or Group Vice Presidents), a Secretary and a Treasurer as appointed by the Board of Directors or the Chief Executive Officer. The Corporation


may have such additional or assistant officers (sometimes referred to as "additional officers") as the Board of Directors, Chief Executive Officer or Chief Operating Officer may deem necessary for its business and may appoint from time to time. The Board of Directors shall also have the authority, but shall not be required, to designate officers as the Chief Operating Officer, the Chief Financial Officer or similar such titles. Any two or more offices may be held by the same person. I f a director/officer has not been designated as Chairman, or if the designated Chairman is not present at a meeting, the Board of Directors shall elect a Chairman from amongst its members to serve as Chairman of the Board of Directors for such meeting. The Chairman shall preside at all meetings of the Board of Directors, and shall have such other powers as the Board may determine. 4.2 Appointment and Term of Office. The officers of the Corporation shall be appointed annually by the Board of Directors at the first meeting of the Board held after each annual meeting of the shareholders. I f officers are not appointed a t such meeting, such appointment shall occur as soon as possible thereafter, or may be left vacant. Each officer shall hold office until a successor shall have been appointed and qualified or until said officer's earlier death, resignation, or removal. 4.3 Authority and Duties of the Chief Executive Officer. The Chief Executive Officer shall have general charge and supervision of the business of the Corporation, shall see that all orders, actions and resolutions of the Board of Directors are carried out, and shall have such other authority and shall perform such other duties as set forth in these Bylaws or, to the extent consistent with the Bylaws, such other authorities and duties as prescribed by the Board. 4.4 Authority and Duties of Other Officers. Each officer other than the Chief Executive Officer shall have the authority and shall perform the duties set forth in these Bylaws or, to the extent consistent with the Bylaws, the duties prescribed by the Board of Directors, by the Chief Executive Officer, or by an officer authorized by the Board to prescribe the duties of such officer. Any designation of duties by the Chief Executive Officer or other officer shall be subject to review by the Board of Directors but shall be in full force and effect in the absence of such review. 4.5 Compensation and Contract Rights. The Board of Directors shall have authority (a) to fix the compensation, whether in the form of salary, bonus, stock options or otherwise, of all officers and employees of the Corporation, either specifically or by formula applicable to particular classes of officers or employees, and (b) to authorize officers of the Corporation to fix the compensation of subordinate employees. The Board of Directors shall have authority to appoint a Compensation Committee and may delegate to such committee any or all of its authority relating to compensation. The appointment of an officer shall not of itself create contract rights. 4.6 Resignation or Removal. Any officer of the Corporation may resign at any time by giving notice to the Board of Directors or the Corporation. Any such resignation is effective when the notice is given, unless the notice specifies a later date, and shall be without prejudice to the contract rights, if any, of such officer. The Board of Directors, by majority vote of the entire Board, may remove any officer or agent, with or without cause. An officer or assistant officer, if appointed by another officer, may also be removed by any officer authorized to appoint officers or assistant officers. The removal shall be without prejudice to the contract rights, i f any, of the person so removed. 4.7 Vacancies. I f any office becomes vacant by any reason, the directors may appoint a successor or successors who shall hold office for the unexpired term or leave such office vacant.

ARTICLE V Certificates of Shares and Their Transfer


5.1 Issuance; Certificates of Shares. No shares of the Corporation shall be issued unless authorized by the Board of Directors. Such authorization shall include the maximum number of shares to be issued, the consideration to be received, and a statement that the Board of Directors considers the consideration to be adequate. Shares may but need not be reoresented by certificates. Certificates for shares of the corporation shall'be in such form as is consistent with the provisions of the WBCA or the law of a predecessor corporation and after the effective date of these Bylaws shall state:

a. The name of the Corporation and that the Corporation is organized under the laws of the State of Washington;

b. The name of the person to whom issued; and

c. The number and class of shares and the designation of the series, if any, which such certificate represents.

The certificate shall be signed by original or facsimile signature of two officers of the Corporation, and the seal of the Corporation may be affixed thereto. 5.2 Rules and Regulations Concerning the IsSue, Transfer and Registration of Shares. The Board of Directors shall have power and authority to make all such rules and regulations as the Board may deem proper or expedient concerning the issue, transfer and registration of shares of stock. I n case of the loss, mutilation, or destruction of a certificate of stock, a duplicate certificate may be issued upon such terms as the Board of Directors shall authorize. The Board of Directors shall have power and authority to appoint from time to time one or more transfer agents and registrar of the shares of stock. 5.3 Shares without Certificates. The Board of Directors may authorize the issue of some or all of the shares without certificates. Within a reasonable time after the issue or transfer of shares without certificates, the Corporation shall send the shareholder a written statement of the information required on certificates by the WBCA.

ARTICLE V I Books and Records

6.1 Books of Accounts, Minutes, and Share Register. Except as otherwise provided by law the Corporation:

a. Shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the Board without a meeting, and a record of all actions taken by a committee of the Board exercising the authority of the Board on behalf of the Corporation;

b. Shall maintain appropriate accounting records;

c. Or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each; and

d. Shall keep a copy of the following records at its principal office:

(1)The Articles or Restated Articles of Incorporation and all amendments to them currently in effect;

(2)The Bylaws or Restated Bylaws and all amendments to them currently in effect;

(3)The minutes of all shareholders' meetings, and records of all actions taken by shareholders without a meeting, for the past three (3) years;

(4) Its financial statements for the past three (3) years, including balance sheets showing in reasonable detail the financial condition of the


Corporation as of the close of each fiscal year, and an income statement showing the results of its operations during each fiscal year prepared on the basis of generally accepted accounting principles or, i f not, prepared on a basis explained therein;

(5) All communications to shareholders generally within the past three (3) years;

(6) A list of the names and business addresses of its current directors and officer;; and

(7) I ts most recent annual report delivered to the Secretary of State of Washington.

6.2 Copies of Resolutions. Any person dealing with the Corporation may rely upon a copy of any of the records of the proceedings, resolutions, or votes of the Board of Directors or shareholders, when certified by the Secretary, an assistant secretary, or other officer authorized by the Board. As amended February 14, 2003.

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Steve Ballmer

Chief Executive

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David F. Ma-rquardt

James I. Cash JL,

Ph,D

Former James E. Rob~son

Professor, Haward Busmess School

Ra yrnond v2

Gilmartin

Former Charman, President and Ch~ef Executwe Offlcer, Merck & CO., Inc.

Chxrles H. Nos@

Dins Dublon

Former Chief Financial Officer,

JPMorgan Chase

Ann McLauahlin KoroIogo_s

Chairman, RAND

Corporation; Chairman Emeritus,

The Aspen Institute;

Senior Advisor,

Benedetto, Gartland &

Co. Inc.

Helmut Panke

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Microsoft Corporation 2004 Proxy Statement Page 1 of 1

The table below provides current membership and meeting information for each of the Board committees for the fiscal year. Committee memberships changed during the fiscal year. Following the election of directors at the Company's annual meeting in November 2003, Mr. Shirley stepped down from and Mr. Noski was appointed to the Audit Committee, Mrs. Korologos stepped down from and Mr. Noski was appointed to the Finance Committee, Mr. Gilmartin stepped down from and Dr. Panke was appointed to the Com~ensation Committee, and Dr. Cash stewed down from and Mr. Marquardt was . . appointed to the Governance and Nor ninatinq Committee.

Governance B Aot l t r t rs t Name I Audi t I Compensation I F~nance I Nominating I Compliance

Mr. Ballmer

Dr. Cash

Mr. Gilmartin

Ms. Korologos

Mr. Marquardt

Mr. Noski ~~~~~

Dr. Panke

Mr. Reed

Mr. Shirley

Total meetings in fiscal year 2003

* Committee Chairperson

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Microsoft Business

Robert J. Bach

Senior Vice President, Chief

Xbox Officer, Home and

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M~chael Hintze: Testrrno Before U.S. House Subcomm~ttee on Commerce, Trade and Consumer Protection: D a b Secur~ty - July 28, 2005

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JAne Boulware

Corporate Vice

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Corporate Vice President, Finance

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Corporate Vice President (On

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Debra chra~aty

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Licensing and Pricing


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Intellectua!Property - JI 26, 2005 8111 Gates: Mlcrosoft Research Faculty Summ 2-005 - July 18, 2005 Steve Balimer: Mcrosof Worldyide Partner Conferenge 2305 - July 10, 2005

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r S t ~ e ~ a l l m e r : Stanford Unlvecslty - May 12, 20( Brll Gates; Mlcrosoft Moblie & Embedded Devices Develogmr Conference - May 10, 2005 Robbe Bach: New York Tim= Breakfast_w~th Mlcrosoft - Aprll 27, 2OC B.G_ate_s; Mlcrosoft Gov~rntme_nt Leaders Forum Americas - April 27, 2005 Gat-sl Rlck Rash~d: Ljbrary of Congress Pan, D~scussio_n : M~crosoft Resear& Tech Far - Ap 27, 2005 Sieve - B a l J ~ r : M~crosof Government Leaders F o r m - Aprd 25, 2005

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Pad Mitchell: Testmon) before U.S. House

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Su bco_mrntttee on T_a_nye David Cole T_ele~omm_unlcat!Ons an(

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Corporate President, MSN President, OEM 2005 Vice and Personal Division Skve Bdlmer: Mtcrosof

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DelBene pelman Senior Vice President,

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President, Vice Vice

Office - President, President,

Testing and MSN Global Real-Time

Operations Sales and Collaboration Marketing Business Unit

July 28, 2005 . Jeff Ralkes,Ch.rls C-agosela : Flnanclal Analys_t Meet~ng 2005 - July 28, 2005 . EVID Jahnson: Flnanc~a! A-nalyst Meeting 2005 - July 28, 2005 . E_nc Rudder: Flnanctal A~a lys t Meeting 2005 - July 28, 2005 . Doua Burgum: F~nanc~al AnaJyst Megtmg 2005 - July 28, 2005 P~eter Knook; Flnancd A-nalyst Meetmg 2005 - July 28, 2005 R o m e Bhchl Fmanclal Analyst-Meetlng 2005 - July 28, 2005 YysdMehd~, Blake Irvlng: Financial Analyst Meetlng 2005 - July 28, 2005 Chns_Llddell: Fmanclal Analys_t Meetlng 2005 - July 28, 2005 . Mlchael Hmtze: Test~mony Before-U.S. House Subcomm~ttee on Cprnrnerce, Trade and Consumer Protectron: Data Securlty - July 28, 2005 . Marshall Phelps: Test~mony before U.S. Senate Subcomrnlttee on


Bob Herbold - - - . -

Executive Vice President

Todd Holmdahl - - - -

Corporate Vice

President, Xbox Product

Group

Neil ~ o i l o ~ w ~ --

President of Microsoft Europe,

Middle East and Africa

Darren . --

Huston . - --

Corporate Vice

President, U.S. Small

and Midmarket Solutions &

Partners Group

I_ntelJe_ct~al_Property - July 26, 2005 B~ l l G a m : Microsoft Resea~ch Faculty Summlt 2005 - July 18, 2005 Steve BaLmer: M~crosoft WorMw~d-e Partner Con&rence2005 - July 10, 2005 Pau! Fkssne~: Te.ch*Ed 2OOS.Keynote - June 7, 2005 Rick Rashid; M&iSys 2005 - June 6, 2005 Steve-Bailmer: Microsoft Tech~Ed 2005 - June 6, 2005 Bill G_ates:. CEO Summit 2005 - May 19, 2005 Rob_bie_Bach,J Allard, Peter Moore: flectron~c . - - - - -. - - - - - . -.

Entertaikxmmt Expo lE32 2005 - May 16, 2005 Steve B.a!lmer Microsoft C-01p.oration and Sun Microsyssms Inc. Press Conference - May 13, 2005 S&\~e_Ballrner:. Stanford U.vier-ty - May 12, 2005

b BillGates: MiQ-osoft Mobi!e 4 E_m bed-d-ed Devices Developer - -. - . . - -. - C o ~ f e r c e - May 10, 2005 Robbk Bach~:_ New York Tim-es. Breakfast with Microsoft - April 27, 2005 B$I Gates: Microsoft

Governr~n_en+leader~ Fcgr.um Americas - April 27, 2005 Gates, R-ick Rashid: Library of~Congr-ess Panel Di.%usion - Microsoft Res-ea~h Twh Fair - April 27, 2005 Ste-vx-Ba_llmer: Mjuosoft Go_vern_ment Leaders Forum - April 25, 2005

4 Bill Gates:.WIndws Har_dware Enaneering Conference ( Win-HEC) 2005 - April 25, 2005 --

Ron Ivlarkezich~Microsoft Management Summit 2005 - April 21, 2005 --

Pa! Mitchell; Testimony beore U.S. House


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This page contains links to biographies o f Microsoft executives. Many biographies also link to recent speeches, published writing and profiles. Organizations wishing to request speaking

engagements o f Microsoft executives can do so using the Online Executive Reauest For!.

i A s I E-H I I -L 1 M-P I Q-1 I U-l

Blake Irving

Corporate Vice President, MSN Communication

Services and Member

Platform Group

Chris Jones


Windows Core Operating

System Program

Management

Bruce Jaffe


CFO, MSN

Richard K c l a !

Corporate Vice President, Security

Business & Technology

Unit

Kevin Johnson

Group Vice President, Worldwide

Sales, Marketing and

Services

Jawad Khaki

Corporate Vice

President, Windows

Networking & Device

Technologies

Recent Speeches . S-teve Bail m . ~ : . Finan c_i a l Analvst Me2tin~2.005 - July 28, 2005 Bill Gates. Rav Ozzie; Financial Analyst Meeting - - - - - - 2005 - July 28,2005 W>.Po_o!e. Faancia1 Analvst.Meeting_Z005 - July 28, 2005 kff Raike~Ch-ris Ca~ossela:. Financia! Analyst Meetn.2005 - July 28, 2005 Kevin_lQhnson. f nancia! Anahst MfS~_ng 2005 - July 28, 2005 EIIC RAder~: Fin-ancial AnalvstMeeting200 5 - July 28, 2005 D_olrgBurgum: Flnanci-a! An_a!~.sI_Mee_tin9 2005 - July 28, 2005 Pkter Knook; Financial Ana!ys!t Neeling LOO 5 - July 28, 2005 . R-obbie Bach: .Financial Analvst Meeting 2 0 B - July 28, 2005 Yusd Mj?hCl_i,B!ake Irvinc F~nanm!a!-An_alyst Meeting 240.5 - July 28, 2005

Liddell:. Financia! A~a-lyst-.Me_e_ting 2005 - July 28, 2005 . Micha_e_l.Hintze: Testimon Befo_re_U.S,_House Subcgmrnittee on Commerce, Trade and Consumer Protect~on: Data Securrty - July 28, 2005

Marshall Phelps: Testimony before U.S. Senate Subcommittee on

Microsoft Presspass - Microsoft Executives and Images: Page 2 o f 3

Pieter Knook

Senior Vice President, Mobile and Embedded

Devices Division and

Communications Sector Business

Antoine Leblond --

Corporate Vice President, Office

Program Management Office Shared

Services

Lewis Levin - - - Corporate Vice

President, Office Business

Applications

Mitchell L Koch

Corporate Vice President, Worldwide Retail Sales

and Marketing, Home and

Retail Division

Corporate Vice President and Chief Financial Officer, Home

and Entertainment

Group

Dan1 Lewin

Corporate Vice President, .NET

Business Development

Christopher

Corporate Vice

President, Business

Process and Integration

Division

Andrew

Corporate Vice

President, Server and

Tools Marketing

MOB!!^ Lichtman ..

Corporate Vice

President, Microsoft TV

Division

Daniel 1. L1n4

Intellectu~l_ Prweyty - Jul 26, 2005 Bi!l-Gates Microsoft Re-searc-hlaculty Summit 2005 - July 18, 2005 S_teuee Ba!lmer : Microsoft WorIdwi& Partner Cor&r_en@~2.0.05 - July 10, 2005 Paul.Fless.ner: Tech*Ed 2005 Keynote - June 7 , ~- -

2005 . Rick-Rashid; MobiSys 2005 - June 6, 2005 . .-

Steve-Ballme1 Microsoft Tec3pEd 2005 - June 6, 2005 Bill Gates; C_EO._Sum@t 2005 - May 19,2005 Robbie Bach, J. A!l_ard, Peter Moor% Electronic Entertainme&ExP lE31 20E - May 16, 2005 St_e-ve-Ballmer: Microsoft C_orp-oration a.nd Microsyst_eems 1n.c. Press -- -

Cor$e_rence - May 13, 2005 Sieve Bal!mer: Stanford Un&ergity - May 12, 200! . B~ll_Gates:. Mjcrosoft Mobile_& Embedded Devices D_D_eo_e_loper Con_fe_rence - May 10, 2005 Robbh-0-a-ch: New York Times Breakfast -with Microsoft - April 27, 200:

4 sil laates: Microsoft C io~ lermnt~Leaders Forum_Ameri@s - April 27, 2005 Gates,~RickRa_shid: Library of Congress Pane D&-c.ussio-n : Microsoft Reseaarch~TeckFair - Apri 27, 2005 Ste_v_eBallmer: Microsoft Go~vemrnent Leaders Forum - April 25, 2005 B I ~ B t e s : Windows Hardw-a-re Engi-neering Conference~(WinH-EC] 2005 - April 25, 2005 . Ron Markezich;~Microsoft Management Summit 2005 - April 21, 2005 Paul_M~tchell: Testimony

befo_re U.S. House

- -

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S u b ~ r n m m e eon -Liddeli Corporate Vice Corporate Telecommunrcat~ons and

President, MSN Vice Chief Financial communication President, the Lnternst - Aprrl 20,

2005Officer Services and Research Member Steve BaJlrner: Microsoft

Platform Group Management Summit -April 20, 2005 .Krt-~ll~ata_rinov:Microsoft Management Sumrnlt 2005 - April 19, 2005

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A-D 1 E T H I1-L I M-P 1 &TI U-2

Amir Maiidimehr


Windows Digital Media Division


Communications Sector

Gordon Manaione

Corporate Vice

President, Security


Unit

M&h Mathews

Senior Vice President,

Central Marketing

Group

rn Markezich

Chief Information

Officer

Richard McAniff -. -


Microsoft Office

Recent Speeches Steye- Ball~npr: F~nanc~al Anakst Meetlng 2005 - July 28, 2005 61Jl Gats, Ray Oz_zle: F~nanx~a_l Anakst Meetmc --

2.035 - July 28, 2005 W~LPoole: F~nanc~al A-nalyst Meebng 2005 - July 28, 2005 Leff Ra~kes, Chr~s Caposs_ela: F~nanc~al Analyst Meetmg 2005 - July 28, 2005 KevrnJohnson: F~nanc~al Anplyst Meetlng2005 - July 28, 2005 Erg Rudder: Fmancial AflalyslMeetinaZOM - July 28, 2005 Doug Burgum: Fmancral Analyst MeeQng 2005 - July 28, 2005 Pleter Knook: F~nanc~al Axnakst Meetlng a 0 5 - July 28, 2005 Robbte Bach: Flnanclal Anal~st Meet1nq.2005 - July 28, 2005 Yusuf M e h d ~ ~ Blake IN^! F~nanc~al Analyst MeetlnG - --

2005 - July 28, 2005 Chrts L~ddeJl: F~npnc~al Anakst Meetmg 2005 - July 28, 2005 M~chael Hlntze; Testlmor Before U.S. House Subcomm~ttee on CommeKe, Trade and Cons-umer Protect~on: Data Securrty - July 28, 2005

Marsml Phelps: Test~mony before U.S. Senate Subcommrttee or

Microsoft Presspass - Microsofl Executives and Images: Page 2 of 3

Senior Vice President, MSN

Information Services

Peter Moore

Corporate Vice President, Worldwide

Marketing and Publishing, Xbox

Corporate Vice President, Microsoft Business Solutions

G ~ r d e e p - S i ~ Pal!

Bill Mitchell

Corporate Vice

President, Mobile

Platform Division

Bob Muglb --

Senior Vice President, Windows Server Division

Mike Nash

Corporate Vice

President, Security


Unit

Umberto Paolucd

Senior Chairman,

Vice President for Corporate

and Government

Strategy, Microsoft

Lori Moore

Corporate Vice President, Customer

Service and support

Crah Mundie

Senior Vice President, Chief

Technical Officer,

Advanced Strategies and

Policy

Rav Ozzie

Chief Technical Officer

Corporate Vice

Intellectual Property - JU 26, 2005 B~IEates : M~crosoft Research Faculty S ~ m m l 2003 - July 18, 2005

+ Steve_Ballrner: M~crosoft Woddw~d-e Partner Conference 2005 - July 10, 2005

+ Paau_l Flessner: Tech-Ed 2005 Keynote - June 7, 2005 R~ck-Ra_shld: Mob~Sys 2405 - June 6, 2005

r Steve Ballrneri PjjcrosoR Terch-Ed 2005 - June 6, 2005 BiI1_Gat+l_s;CEO Summlt 2005 - May 19, 2005 Robb~e Bach, LAUard, Pe_tte_r Moore: Electronic Eaena~nment Expo (E3) 2005 - May 16, 2005 Steyv_e_Bdlm_er: M~crosoft Corpor_ation and Sun Mlcrosysterns Inc. Press Co_nference - May 13, 2005 . Steve Ballrner: Stanford Un~verslty - May 12, 200 BILGates: Microsoft MO-bde & Embedded Devjces Develoqer Confeymce - May 10, 2005 Robb~e Bac-h: New York T m s Bre~kfast w t h Mjcl_qsoft - April 27, 200! . BIB G~ZJS: mcrosoft Government Leaders Forum_Amencas - Aprll 27, 2005 Gatps, R~ck Rashid: Lkbrary of Congress Pane D~scussio_n - M~crosoft ResearchTech Far - Apr 27, 2005 . St~veBallrner; Mlcrosoft Goyernrnent Leaders Forym - April 25, 2005 . 8111 Gates: Windows Hardware Engmeerlng Conference (WinHEC) 2005 - Aprd 25, 2005 . Ron _Markezich: Mlcrosofl Management Summlt 2045 - Apr~l 21, 2005

Paul M~tchell: Testlrnony before U.S. House


Corporate Vice President, Live

Communications Team, Real-

Time Collaboration

Group

Peter-Pathe


Microsoft Office Authoring Services

EMEA

Christo~her P a m --

Corporate Vice

President, MSN Search &

Shopping

President, Developer &

Platform Evangelism

Group

Marshall P h e l ~ s


Deputy General Counsel,

Intellectual Property

Su_bc~mm~tke_on ~ e l ~ c o m m u ~ c a t ~ o n s and the I n t m e t - Apr~l 20, 2005 Steve Ballmer: M~crosoft Man-agement Summ~t - April 20, 2005 Kri l l Tatannov: M~crosofl Management Summ~t 305 - Aprrl 19, 2005

Will Poole


Windows Client Business

A Twof-e

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Jeff Raikes

Group Vice President,

Information Worker

Business

Tmi.Rel!er

Corporate Vice

President, Business Solutions Marketing

Group

Rick Rashid

Senior Vice President, Research

!Man Roberts

Corporate Vice

President, Corporate

Development

Michael Rawding

President & CEO,

Microsoft Co. Ltd., Japan; Corporate

Vice President


Servers and Tools

Recent Speeches Steve Ballmer_:~~Financial A m ! ysrMeeti ng.2OO5 - July 28, 2005 Bill GatesRay OzzJe: Financial Analysl Meeting 2005 -July 28, 2005

8 WilIPoole;_Flnancia! AnalysiMeetm-g-2005 - July 28, 2005 JeBRaaikes,_Chr~s Ca~ossela :_Eina_nciaI A_n_aly.st_Mee_ting 2005 - July 28, 2005

8 Ke%nJ.ohnson.:- Financial An&s~Me.e&ng 2005 - July 28, 2005 EL& Rudder; Finmcia! Analyst Me.etix.20_05 - July 28, 2005 Doug-Ou_rsum.Finaancijal Analy_stMeeting2005 - July 28, 2005 PlekrKngok~: Financial Analyst Meeting 2005 - July 28, 2005 . Rob@e..&ch; financial A"alyst.Meeting 2005 - July 28, 2005 Yusuf Mphd1,Blake Irving: Finn-aincLal.Analyst Meeting 2-005 - July 28, 2005 Ch~is Ladell: Flnancia! Analy.st.Meeting -2005 - July 28, 2005

8 M-ichag! Mfltze; Testimony Bdore U.S.. House Subcommittee on Commerce,.Trade and Cons_u_mer_Protection: mt.a. %curi_ty - July 28, 2005

a

M_ar&U Phelpsr Testimony before U.S. Senate_S.u bcammttee on


Steve Schiro

Corporate Vice

President, Home & Retail

Division

Steven Sinofsky


Office

Corporate Vice

President, Windows Core

Technology

Brad Smith

Senior Vice President, General Counsel,

Corporate Secretary,

Law & Corporate

Affairs

Lindsay S m r b

Corporate Vice

President, Developer Division

Corporate Vice

President, Microsoft

Services and Microsoft IT

G. Michael Sievert

Corporate Vice

President, Windows Product

Management

Mary ii. SnaoD

Corporate Vice

President, Deputy General

Counsel Law and Corporate

Affairs Department

Amitabh Srivastava

Corporate Vice

President, Windows Core

Operating System

Development

1ntelle.ct.ual Property - July 26, 2005 . Bill G a t s : Microsoft Research tacuLty S.ummit 2_9_0_5 - July 18, 2005 . SiveBa!Irne_r: Microsoft W-oddwi_dePartner Conference 2.005 - July 10, 2005 Paul-Flessner: Tech*Ed ZOOS K-eynote - June 7, 2005 . Ri&.Ras_hid= MobiSys 2 m 5 - June 6, 2005 Steve Ballmer; M.icroso.ft T_e&*Ed_2005 - June 6, 2005

4 Bill Gates:.CEO Su-mmit 2005 - May 19, 2005 -- . Robbi_e_Bach, J Allard, @toore: _Slectmnic Entertainment Expo (E3) -

2.0&5 - May 16, 2005 . Steye-_Ba_llmer: Microso.@ C o r p a t @ n a n d Sun --

Microsvstems_Inc._Pre_ss Lonference - May 13, 2005

4 Steve.Ba!!_mer.; Stanford University - May 12, 2005 -. . .

Elill Gates.; M_icrosoft Mobile&Embedd! Devic.esDe_vel!x-er Cafecence - May 10, 2005

4 R&b_ie_Bach; Ne-w Yo& Times Breakfast with Microso& - April 27, 2005 Bill Gates :...Microsoft Government Leaders Foru_mAmericas - April 27, 2005 Gates, Rick Rashid; LI braary &Co n-gress Panel Discussloo 1 Mkrospft ResemhIec_hh_F_ir - April 27, 2005 Seve Ballrner: Microsoft Govemme.nt Leaders Fo1u.m - April 25, 2005

4 Bi~.Gate_sillcate_s_:_w_indows:-w_indgws Hardware Engineering

C ~ n f e r ~ n c e lWinHECl 2005 - April 25, 2005

4 epn-M-aezich: Microsoft M a n a m e n 1 Summit -

2005 - April 21, 2005 Pall!LMjtchdl: Testimony

bef.re~Us_H-louse

Microsoft Presspass - Microsoft Executives and Images:

chstles Stevens

Corporate Vice

President, Enterprise Specialist

Sales, Enterprise

and Partner Group

Rick -- Thompson

Corporate Vice

President, Windows

Client Extended Platforms Division

Kirill Tatari no2

Corporate Vice

President, Enterprise

Management Division

David f reedwe!!

Corporate Vice

President, .NET

Developer PlatForm, Developer Division

David Thom~son

Corporate Vice

President, Exchange

Server Product Group

Page 3 of 3

Subc_om.mi ttee on T ~ e c o m m . u c a t . and the-Internet - April 20, 2005 Steve-Bdm-er_:_Microsoft Mmagzment .Summm it - April 20, 2005 . &rdJ T_atarrinov; Micro.soft M.axnagamentSum-mit 2005 - April 19, 2005

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Microsoft Exec_utW_ve_s , Microsoft PressPass - Microsoft Executives and Images

This page contains links to biographies of Microsoft executives. Many biographies also link to recent speeches, published writing and profiles. Organizations wishing to request speaking engagements of Microsoft

executives can do so using the O n b e Executive RequxS , , Form.

A* I E-H I I MT I Q-1 I U-Z b

Recent Speeches SteveBallmer: Fmanc Anal y st-Meet! ng 20 05 July 28, 2005 8111 Gales-Ray Ozz~e: Fma-nd Analyst Me-ei - B05 - July 28, 2005 WIII Poole:-F~nanc~al A ~ d y s t Meet~ng 2005 July 28, 2005

* Jeff-Raikes, Chris CgossSe! a_: Fba n cia l AndystMeetLnns 2005 July 28, 2005 Kev_inJohnson: Flnan! An_alystM.eeting 2905 July 28, 2005

Robert -- BJan Valentine * ErkRuddgr: Financld Uhlaner David Analyst-Meetlng 2OPS

Senior Vice Vaskevitch July 28, 2005 Corporate President, Windows

Vice Senior Vice DougBurgum: Financ Core Operating

President, System Division President, Ana!ys t .Mee 2005 Corporate Chief July 28, 2005 Strategy, Technical s P-r.Knook:_ Financiz

Planning and Officer, Business Analrst Meeting-2-0-05

Analysis Platform July 28, 2005

Rob_bie B ~ c k Fina-ncia

Bill Veahte

Corporate Vice

President, North

America

Senior Vice President and

Chairman Emeritus, Microsoft Europe, Middle East and Africa (EMEA)

Anzdyst MeeU~ng2005 July 28, 2005 Yusuf-Mehd~, Blake In F~nanc~al Analyst -Meel 2005 - July 28, 2005 - -

Chris Uddell: F~nanc~a Analyst Meex~ng 2005 July 28, 2005 M~chael Hintze: Testln Befo~e U.S. House

Senior V I C ~ Sukco-mm~eee on President, Commerce, Trade and Consumer C~nsumer Protect~on:

Strategy and Partnerships

Data Secwty - July 2 2005

MarshallPhelps: Te_sstlmon_y before U .S Senate Su bcomm~ttee

Microsoft Presspass - Microsoft Executives and Images:

Todd Warre_n

Corporate Vice

President, Devices,

Services and experience

Group


MediaIEntertainment & Technology

Convergence Group

Ya-Oin Zhanq

Corporate Vice

President, Mobile and Em bedded

Devices Division

Georqe Zinn


Treasurer

Si_m_onWigs

Corporate Vice

President, Enterprise

and Partner Group

Page 2 of 3

Inte_llect_ual Property - 26, 2005 BIJ Gates: M~crosoft Research Faculty Sum 2005 - July 18, 2005 Steve Ballmer: M~cros Worldw~de Partner Conferem 2405 - Jul 10, 2005 Pa-ul Flessner: TechoE 2005 Keynote - June 2005 Rxk Rash~d: MoblSys 2005 - June 6, 2005 SBve Ballmer: Mlcros Tech*EdJOOS - June 2005 Btll Gates: CEO Sumn 2005 - May 19,2005 Robb~e Bach,J-Allard, Peter Moore: E_le_ctron Entertamment Expo /I 2005 - May 16, 2005 l Steve Ballmer: M~cros

Gorporat~on and Sun M~crpysterns Inc. Pre Con fe~nce - May 13, 2005 Sieve Bajlmer: Stanfo Un~velslty - May 12, 2 . Bill Gates: Mlcrosoft Mob~le &Embedded Dev~ces_Developer --

Co_nFee_~ce- May 10, 2005 . R~bbeBach : New Yor T~mes Bceakfast w t h Mlcrosoft - Aprll 27, 2 841 Gates; M~crosoft Go_vemment Leaders Forum Amer~cas - Apr 27, 2005 Gates, R~ck Rash~d: L~brary of Congres PP~ Dlscuss~on - Mlcrosoft Research Tech Fatr - j 27, 2005 Steve B_allmer: M~cros Government Leaders Forum - Apr~l 25, 200 l B~ l l Gates: Wlndows

Hardware Englneerlng Conference (WlnHEC) 2005 - Aprd 25, 2005 l Ron Markez~ch: Mlcro!

Management Summlt 2005 - Aprd 21, 2005

L Paul M~tchel!: Testlmo

before U.S. House

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The NASDAQ Stock Market LLC Exhibit C, Tab 28 … · The NASDAQ Stock Market LLC Form 1 -Exhibit C, Tab 28 Name and Address: Microsoft Corporation ("Microsofl") One Microsoft Way