Restated Bylaws of Amazon.com, Inc.

BYLAWS


OF


AMAZON.COM, INC.


Originally adopted on May 28, 1996 Amendments are listed on p. i


2


AMAZON.COM, INC.


AMENDMENTS


Date of
Section Effect of Amendment Amendment
------- ------------------- ---------

6.4 Add paragraph regarding Regulation S 4/24/98


-i- 3


CONTENTS


SECTION 1. OFFICES ......................................................... 1


SECTION 2. STOCKHOLDERS .................................................... 1
2.1 Annual Meeting .................................................. 1
2.2 Special Meetings ................................................ 1
2.3 Place of Meeting ................................................ 1
2.4 Notice of Meeting ............................................... 2
2.5 Business for Stockholders' Meetings ............................. 2
2.5.1 Business at Annual Meetings .......................... 2
2.5.2 Business at Special Meetings ......................... 3
2.5.3 Notice to Corporation ................................ 3
2.6 Waiver of Notice ................................................ 3
2.6.1 Waiver in Writing .................................... 3
2.6.2 Waiver by Attendance ................................. 3
2.7 Fixing of Record Date for Determining Stockholders .............. 4
2.7.1 Meetings ............................................. 4
2.7.2 Consent to Corporate Action Without a Meeting ........ 4
2.7.3 Dividends, Distributions and Other Rights ............ 4
2.8 Voting List ..................................................... 5
2.9 Quorum .......................................................... 5
2.10 Manner of Acting ................................................ 5
2.11 Proxies ......................................................... 6
2.11.1 Appointment .......................................... 6
2.11.2 Delivery to Corporation; Duration .................... 6
2.12 Voting of Shares ................................................ 6
2.13 Voting for Directors ............................................ 6
2.14 Action by Stockholders Without a Meeting ........................ 7
2.15 Inspectors of Election .......................................... 7
2.15.1 Appointment .......................................... 7
2.15.2 Duties ............................................... 8


SECTION 3. BOARD OF DIRECTORS .............................................. 8
3.1 General Powers .................................................. 8
3.2 Number and Tenure ............................................... 8
3.3 Nomination and Election. ........................................ 9
3.3.1 Nomination ........................................... 9
3.3.2 Election ............................................. 10
3.4 Annual and Regular Meetings ..................................... 10
3.5 Special Meetings ................................................ 10
3.6 Meetings by Telephone ........................................... 10


-i- 4


3.7 Notice of Special Meetings ...................................... 10
3.7.1 Personal Delivery .................................... 10
3.7.2 Delivery by Mail ..................................... 11
3.7.3 Delivery by Private Carrier .......................... 11
3.7.4 Facsimile Notice ..................................... 11
3.7.5 Delivery by Telegraph ................................ 11
3.7.6 Oral Notice .......................................... 11
3.8 Waiver of Notice ................................................ 11
3.8.1 In Writing ........................................... 11
3.8.2 By Attendance ........................................ 12
3.9 Quorum .......................................................... 12
3.10 Manner of Acting ................................................ 12
3.11 Presumption of Assent ........................................... 12
3.12 Action by Board or Committees Without a Meeting ................. 12
3.13 Resignation ..................................................... 12
3.14 Removal ......................................................... 13
3.15 Vacancies ....................................................... 13
3.16 Committees ...................................................... 13
3.16.1 Creation and Authority of Committees ................. 13
3.16.2 Audit Committee ...................................... 14
3.16.3 Compensation Committee ............................... 14
3.16.4 Nominating and Organization Committee ................ 14
3.16.5 Minutes of Meetings .................................. 15
3.16.6 Quorum and Manner of Acting .......................... 15
3.16.7 Resignation .......................................... 15
3.16.8 Removal .............................................. 15
3.17 Compensation .................................................... 15


SECTION 4. OFFICERS ........................................................ 16
4.1 Number .......................................................... 16
4.2 Election and Term of Office ..................................... 16
4.3 Resignation ..................................................... 16
4.4 Removal ......................................................... 16
4.5 Vacancies ....................................................... 16
4.6 Chairman of the Board ........................................... 17
4.7 Chief Executive Officer ......................................... 17
4.8 President ....................................................... 17
4.9 Vice President .................................................. 17
4.10 Secretary ....................................................... 18
4.11 Treasurer ....................................................... 18
4.12 Salaries ........................................................ 18


SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS ........................... 18
5.1 Contracts ....................................................... 18


-ii- 5


5.2 Loans to the Corporation ........................................ 18
5.3 Checks, Drafts, Etc. ............................................ 18
5.4 Deposits ........................................................ 19


SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER ...................... 19
6.1 Issuance of Shares .............................................. 19
6.2 Certificates for Shares ......................................... 19
6.3 Stock Records ................................................... 19
6.4 Restriction on Transfer ......................................... 20
6.5 Transfer of Shares .............................................. 20
6.6 Lost or Destroyed Certificates .................................. 20
6.7 Shares of Another Corporation ................................... 21


SECTION 7. BOOKS AND RECORDS ............................................... 21


SECTION 8. ACCOUNTING YEAR ................................................. 21


SECTION 9. SEAL ............................................................ 21


SECTION 10. INDEMNIFICATION ................................................. 21
10.1 Right to Indemnification ........................................ 21
10.2 Right of Indemnitee to Bring Suit ............................... 22
10.3 Nonexclusivity of Rights ........................................ 23
10.4 Insurance, Contracts and Funding ................................ 23
10.5 Indemnification of Employees and Agents of the
Corporation ..................................................... 23
10.6 Persons Serving Other Entities .................................. 23
10.7 Procedures for the Submission of Claims ......................... 24


SECTION 11. AMENDMENTS OR REPEAL ............................................ 24


-iii- 6
BYLAWS


OF


AMAZON.COM, INC.


SECTION 1. OFFICES


The principal office of the corporation shall be located at its principal place of business or such other place as the Board of Directors (the "Board") may designate. The corporation may have such other offices, either within or without the state of Delaware, as the Board may designate or as the business of the corporation may require from time to time.


SECTION 2. STOCKHOLDERS


2.1 ANNUAL MEETING


The annual meeting of the stockholders shall be held the second Thursday of May in each year at the principal office of the corporation or such other place designated by the Board for the purpose of electing Directors and transacting such other business as may properly come before the meeting. If the day fixed for the annual meeting is a legal holiday at the place of the meeting, the meeting shall be held on the next succeeding business day. If the annual meeting is not held on the date designated therefor, the Board shall cause the meeting to be held as soon thereafter as may be convenient. At any time prior to the commencement of the annual meeting, the Board may postpone the annual meeting for a period of up to 120 days from the date fixed for such meeting in accordance with this subsection 2.1.


2.2 SPECIAL MEETINGS


The Chairman of the Board, the President, the Board or the holders of not less than 30 percent of all the outstanding shares of the corporation entitled to vote on any issue proposed to be considered at the meeting may call special meetings of the stockholders for any purpose.


2.3 PLACE OF MEETING


All meetings shall be held at the principal office of the corporation or at such other place within or without the State of Delaware designated by the Board, by any persons entitled to call a meeting hereunder or in a waiver of notice signed by all of the stockholders entitled to notice of the meeting.


7


2.4 NOTICE OF MEETING


The Chairman of the Board, the President, the Secretary, the Board, or stockholders calling an annual or special meeting of stockholders as provided for herein, shall cause to be delivered to each stockholder entitled to notice of or to vote at the meeting either personally or by mail, not less than 10 nor more than 60 days before the meeting, written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Upon written request by the holders of not less than the number of outstanding shares of the corporation specified in subsection 2.2 hereof and entitled to vote at the meeting, it shall be the duty of the Secretary to give notice of a special meeting of stockholders to be held on such date and at such place and hour as the Secretary may fix, not less than 10 nor more than 60 days after receipt of said request, and if the Secretary shall neglect or refuse to issue such notice, the person making the request may do so and may fix the date for such meeting. If such notice is mailed, it shall be deemed delivered when deposited in the official government mail properly addressed to the stockholder at such stockholder's address as it appears on the stock transfer books of the corporation with postage prepaid. If the notice is telegraphed, it shall be deemed delivered when the content of the telegram is delivered to the telegraph company. Notice given in any other manner shall be deemed delivered when dispatched to the stockholder's address, telephone number or other number appearing on the stock transfer records of the corporation.


2.5 BUSINESS FOR STOCKHOLDERS' MEETINGS


2.5.1 BUSINESS AT ANNUAL MEETINGS


In addition to the election of directors, other proper business may be transacted at an annual meeting of stockholders, provided that such business must be properly brought before such meeting. To be properly brought before an annual meeting, business must be (a) brought by or at the direction of the Board or (b) brought before the meeting by a stockholder pursuant to written notice thereof, in accordance with subsection 2.5.3 hereof, and received by the Secretary not fewer than 60 nor more than 90 days prior to the date specified in subsection 2.1 hereof for such annual meeting (or if less than 60 days' notice or prior public disclosure of the date of the annual meeting is given or made to the stockholders, not later than the tenth day following the day on which the notice of the date of the annual meeting was mailed or such public disclosure was made). No business shall be conducted at any annual meeting of stockholders except in accordance with this subsection 2.5.1, unless the application of this subsection 2.5.1 to a particular matter is waived in writing by the Board of Directors. If the facts warrant, the Board, or the chairman of an annual meeting of stockholders, may determine and declare that (a) a proposal does not constitute proper business to be transacted at the meeting or (b) business was not properly brought before the meeting in accordance with the provisions of this subsection 2.5.1 and, if, it is so determined in either case, any such business shall not be transacted. The procedures set forth in this subsection 2.5.1 for business to be properly


-2- 8 brought before an annual meeting by a stockholder are in addition to, and not in lieu of, the requirements set forth in Rule 14a-8 under Section 14 of the Securities Exchange Act of 1934, as amended, or any successor provision.


2.5.2 BUSINESS AT SPECIAL MEETINGS


At any special meeting of the stockholders, only such business as is specified in the notice of such special meeting given by or at the direction of the person or persons calling such meeting, in accordance with subsection 2.4 hereof, shall come before such meeting.


2.5.3 NOTICE TO CORPORATION


Any written notice required to be delivered by a stockholder to the corporation pursuant to subsection 2.2, subsection 2.4, subsection 2.5.1 or subsection 2.5.2 hereof must be given, either by personal delivery or by registered or certified mail, postage prepaid, to the Secretary at the corporation's executive offices. Any such stockholder notice shall set forth (i) the name and address of the stockholder proposing such business; (ii) a representation that the stockholder is entitled to vote at such meeting and a statement of the number of shares of the corporation that are beneficially owned by the stockholder; (iii) a representation that the stockholder intends to appear in person or by proxy at the meeting to propose such business; and (iv) as to each matter the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, the language of the proposal (if appropriate), and any material interest of the stockholder in such business.


2.6 WAIVER OF NOTICE


2.6.1 WAIVER IN WRITING


Whenever any notice is required to be given to any stockholder under the provisions of these Bylaws, the Certificate of Incorporation or the General Corporation Law of the State of Delaware, as now or hereafter amended (the "DGCL"), a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.


2.6.2 WAIVER BY ATTENDANCE


The attendance of a stockholder at a meeting shall constitute a waiver of notice of such meeting, except when a stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.


-3- 9


2.7 FIXING OF RECORD DATE FOR DETERMINING STOCKHOLDERS


2.7.1 MEETINGS


For the purpose of determining stockholders entitled to notice of and to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than 60 (or the maximum number permitted by applicable law) nor less than 10 days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of and to vote at the meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.


2.7.2 CONSENT TO CORPORATE ACTION WITHOUT A MEETING


For the purpose of determining stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than 10 (or the maximum number permitted by applicable law) days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required by Chapter 1 of the DGCL, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board and prior action by the Board is required by Chapter 1 of the DGCL, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.


2.7.3 DIVIDENDS, DISTRIBUTIONS AND OTHER RIGHTS


For the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 (or the maximum number permitted by


-4- 10


applicable law) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.


2.8 VOTING LIST


At least 10 days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof, shall be made, arranged in alphabetical order, with the address of and number of shares held by each stockholder. This list shall be open to examination by any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. This list shall also be produced and kept at such meeting for inspection by any stockholder who is present.


2.9 QUORUM


A majority of the outstanding shares of the corporation entitled to vote, present in person or represented by proxy at the meeting, shall constitute a quorum at a meeting of the stockholders; provided, that where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes, present in person or represented by proxy at the meeting, shall constitute a quorum entitled to take action with respect to that vote on that matter. If less than a majority of the outstanding shares entitled to vote are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. If a quorum is present or represented at a reconvened meeting following such an adjournment, any business may be transacted that might have been transacted at the meeting as originally called. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.


2.10 MANNER OF ACTING


In all matters other than the election of Directors, if a quorum is present, the affirmative vote of the majority of the outstanding shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater number is required by these Bylaws, the Certificate of Incorporation or the DGCL. Where a separate vote by a class or classes is required, if a quorum of such class or classes is present, the affirmative vote of the majority of outstanding shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class or classes, unless the vote of a greater number is required by these Bylaws, the Certificate of Incorporation or the DGCL. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of Directors.


-5- 11


2.11 PROXIES


2.11.1 APPOINTMENT


Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy. Such authorization may be accomplished by (a) the stockholder or such stockholder's authorized officer, director, employee or agent executing a writing or causing his or her signature to be affixed to such writing by any reasonable means, including facsimile signature or (b) by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the intended holder of the proxy or to a proxy solicitation firm, proxy support service or similar agent duly authorized by the intended proxy holder to receive such transmission; provided, that any such telegram, cablegram or other electronic transmission must either set forth or be accompanied by information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission by which a stockholder has authorized another person to act as proxy for such stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.


2.11.2 DELIVERY TO CORPORATION; DURATION


A proxy shall be filed with the Secretary before or at the time of the meeting or the delivery to the corporation of the consent to corporate action in writing. A proxy shall become invalid three years after the date of its execution unless otherwise provided in the proxy. A proxy with respect to a specified meeting shall entitle the holder thereof to vote at any reconvened meeting following adjournment of such meeting but shall not be valid after the final adjournment thereof.


2.12 VOTING OF SHARES


Each outstanding share entitled to vote with respect to the subject matter of an issue submitted to a meeting of stockholders shall be entitled to one vote upon each such issue.


2.13 VOTING FOR DIRECTORS


Each stockholder entitled to vote at an election of Directors may vote, in person or by proxy, the number of shares owned by such stockholder for as many persons as there are Directors to be elected and for whose election such stockholder has a right to vote; provided, however, that no cumulative voting shall be permitted in the election of Directors.


-6- 12


2.14 ACTION BY STOCKHOLDERS WITHOUT A MEETING


Subject to the following paragraph, any action that is properly brought before the stockholders by or at the direction of the Board of Directors and that could be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall (a) be signed by the holders of outstanding shares of capital stock entitled to be voted with respect to the subject matter thereof having not less than the minimum number of votes that ...