CC

Exhibit 3(i)
CIRCUIT CITY STORES, INC.
AMENDED AND RESTATED ARTICLES OF INCORPORATION

Effective February 3, 1997, as amended through October 1, 2002

ARTICLE I
NAME

The name of the Corporation is Circuit City Stores, Inc.

ARTICLE II
PURPOSES

The purpose for which the Corporation is organized is to engage in any
lawful business not required by the Virginia Stock Corporation Act to be stated
in the Articles of Incorporation.

The Corporation shall have all of the corporate powers of any character
which are not prohibited by law or required to be stated in the Articles of
Incorporation.

ARTICLE III
CAPITAL STOCK

A. Authorized Stock. The aggregate number of shares that the
Corporation shall have authority to issue and the par value per share are as
follows:

Class Number of Shares Par Value

Preferred 2,000,000 $ 20.00
Common 525,000,000 $ .50

B. Preemptive Rights. No holder of outstanding shares of any class of
stock shall have any preemptive right with respect to (i) any shares of any
class of stock of the Corporation or other security that the Corporation may
determine to issue, whether the shares of stock or other security to be issued
is now or hereafter authorized, (ii) any warrants, rights or options to purchase
any such stock or other security, or (iii) any obligations convertible into any
such stock or other security or into warrants, rights or options to purchase any
such stock or other security.

ARTICLE IV
PREFERRED STOCK

A. General. Certain provisions relating to the Preferred Stock and the
relative rights of the Preferred Stock and the holders of the outstanding shares
thereof, regardless of series, are set forth below.

(1) Issuance in Series. The Board of Directors is authorized to
issue the Preferred Stock from time to time in one or more series and to provide
for the relative rights and preferences of each series by the adoption of a
resolution or resolutions fixing:

(a) The maximum number of shares in a series and the
designation of the series, which designation shall distinguish the
shares thereof from the shares of any other series or class;

(b) The rate of dividend, the time of payment, whether
dividends shall be cumulative and if so, the dates from which they
shall be cumulative, and the extent of participation rights, if any;

(c) Any right to vote with holders of shares of any other
series or class and any right to vote as a class, either generally
or as a condition to specified corporate action; provided, however,
that no holder of shares of Preferred Stock shall ever be entitled
to more than one vote for each share held by him;

(d) The price at and the terms and conditions on which shares
may be redeemed;

(e) The amount payable upon shares in the event of involuntary
liquidation;

(f) The amount payable upon shares in the event of voluntary
liquidation;

(g) Sinking fund provisions for the redemption or purchase of
shares; and

(h) The terms and conditions on which shares may be converted,
if the shares of any series are issued with the privilege of
conversion; and

(i) Any other designations, rights, preferences or limitations
that are now or hereafter permitted by the laws of the Commonwealth
of Virginia and are not inconsistent with the provisions of
paragraph (A)(1) of this Article.

(2) Articles of Amendment. Before the issuance of any shares of a
series of the Preferred Stock (other than shares for which provision is already
made in these Amended and Restated Articles of Incorporation), Articles of
Amendment establishing such series shall be filed with and made effective by the
State Corporation Commission of Virginia, as required by law.

(3) Parity of All Shares. All shares of the Preferred Stock,
regardless of series, shall be identical with each other in all respects except
as is permitted in paragraph (A)(1) of this Article.

(4) Definitions. As used herein the following terms shall have the
following meanings:

(a) "Capital Stock" means any capital stock of any class or
series (however designated) of the Corporation.

(b) "Common Stock" means the Common Stock of the Corporation.

(c) "Dividends Accrued" means, with respect to the shares of
each series of the Preferred Stock an amount equal to the dividends
thereon at the annual dividend rate for such series computed from
the date of issue to the date to which reference is made, plus any
additional amounts provided by participation rights, whether or not
such amounts or any part thereof shall have been declared or set
aside to be paid and whether there shall be or have been any funds
out of which such amounts might legally be paid, less the amount of
dividends or participation rights declared and paid thereon.

(d) "Junior Stock" means any Capital Stock ranking, as to
dividends and as to rights in liquidation, dissolution or winding up
of the affairs of the Corporation, subordinate to the Preferred
Stock.

(e) "Parity Stock" means any Capital Stock ranking, as to
dividends and as to rights in liquidation, dissolution or winding up
of the affairs of the Corporation, equally with the Preferred Stock.

(f) "Preferred Stock" means the Preferred Stock of the
Corporation.

(g) "Redemption" means any purchase or acquisition by the
Corporation for a consideration, of shares of the Preferred Stock,
whether pursuant to an option of the Corporation or a sinking fund
or otherwise, if the holder of the Preferred Stock being acquired by
the Corporation is required to sell the shares the Corporation is
acquiring or if, as a result of any such purchase or acquisition,
the Corporation takes a credit against a sinking fund obligation.

(h) "Redemption Date" means the date fixed for the Redemption
of any shares of the Preferred Stock in a notice of Redemption given
pursuant to paragraph (A)(7) of this Article.

(i) "Redemption Price" means with respect to the shares of each
series of the Preferred Stock, the price at which the Corporation
shall or may redeem such shares pursuant to the terms of the
Articles of Serial Designation for such series.

(j) "Subsidiary" means any corporation a majority of the
outstanding Voting Stock of which is owned, directly or indirectly,
by the Corporation or by the Corporation and one or more
Subsidiaries.

(k) "Voting Stock" means stock of any class (however
designated) having voting power for the election of a majority of
the board of directors (or other governing body) of a corporation,
other than stock having such powers only by reason of the happening
of a contingency.

(5) Dividends

(a) The holders of outstanding shares of each series of the
Preferred Stock shall be entitled to receive, if, when and as
declared by the Board of Directors, out of funds legally available
therefor, cash dividends in accordance with the terms set forth in
the amendment to these Amended and Restated Articles of
Incorporation establishing such series.

(b) No dividends whatsoever shall be declared or paid upon, or
any sums set apart for the payment of dividends upon, any shares of
Preferred Stock or Parity Stock for any dividend period unless a
like proportionate dividend for the same dividend period (ratable in
proportion to the respective annual dividend rates) shall have been
declared and paid upon, or declared and a sufficient sum set apart
for the payment of such dividend upon, all outstanding shares of
Preferred Stock.

(c) Unless Dividends Accrued (to the extent that the amount
thereof shall have been determinable) on all outstanding shares of
each series of the Preferred Stock for all past dividend periods and
the then current period shall have been declared and paid, or
declared and a sum sufficient for the payment thereof set apart, and
all mandatory sinking fund payments required to be made pursuant to
the terms of any series of the Preferred Stock shall have been made
in full, then (i) no dividend whatsoever (other than a dividend
payable solely in Junior Stock) shall be declared or paid upon, or
any sum set apart for the payment of dividends upon, any shares of
Junior Stock; (ii) no other distribution shall be made upon any
shares of Junior Stock; (iii) no shares of Junior Stock shall be
purchased, redeemed or otherwise acquired for value by the
Corporation or by any Subsidiary; and (iv) no monies shall be paid
into or set apart or made available for a sinking or other like fund
for the purchase, Redemption or other acquisition for value of any
shares of Junior Stock by the Corporation or any Subsidiary.

(6) Voting Rights. No holder of outstanding shares of any series of
the Preferred Stock shall be entitled to vote for the election of directors or
upon any other matter, or to receive notice of or to participate in any meeting
of the stockholders of the Corporation, except (i) as hereinafter provided or as
provided in the amendment to these Amended and Restated Articles of
Incorporation establishing such series and (ii) as may be required by law.

(7) Redemption.

(a) Redemptions of outstanding shares of any series of the
Preferred Stock shall be made pursuant to the terms and conditions
set forth in these Amended and Restated Articles of Incorporation or
in the amendment thereto establishing such series and, unless they
provide otherwise, shall be made in the manner hereinbelow set
forth.

(b) No less than thirty (30) nor more than sixty (60) days
prior to the Redemption Date notice of Redemption shall be given by
first class mail, postage prepaid, to the holders of record of the
outstanding shares of the Preferred Stock being redeemed at their
last known post office addresses shown in the Corporation's stock
transfer records. The notice of Redemption shall set forth the
paragraph or paragraphs of these Amended and Restated Articles of
Incorporation, or the amendment thereto establishing the series of
which such shares are a part; pursuant to which the shares are being
redeemed, the number of shares to be redeemed, the date fixed for
Redemption, the Redemption Price, and the place or places where
certificates representing shares to be redeemed may be surrendered.
In case less than all of the outstanding shares of a series are to
be redeemed (i) the shares to be redeemed shall be selected by lot
or redeemed ratably or in such other equitable manner as the Board
of Directors may determine, and (ii) the notice of Redemption shall
set forth the numbers of the certificates representing shares to be
redeemed and if less than all of the shares represented by any such
certificate are to be redeemed, the number of shares to be redeemed
which are represented by such certificate.

(c) If notice of Redemption of any outstanding shares of any
series of the Preferred Stock shall have been duly mailed as
hereinabove provided, then on or before the Redemption Date the
Corporation shall deposit cash sufficient to pay the Redemption
Price of such shares in trust for the Benefit of the holders of the
shares to be redeemed in any bank or trust company in the City of
Richmond, Virginia, having capital and surplus aggregating at least
$50,000,000 as of the date of its most recent report of financial
condition and named in such notice, with irrevocable instructions
and authority to apply such amount to the Redemption of the shares
so called for Redemption against surrender for cancellation of the
certificates representing such shares. From and after the time of
such deposit all shares for the Redemption of which such deposit
shall have been so made shall, whether or not the certificates
therefor shall have been surrendered for cancellation, be no longer
deemed to be outstanding for any purpose and all rights with respect
to such shares shall thereupon cease and terminate except the right
to receive payment of the Redemption Price, but without interest.
Any interest accrued on such funds shall be paid to the Corporation
from time to time. Any fund so deposited and unclaimed at the end of
five years from the Redemption Date shall be repaid to the
Corporation, free of trust, and the holders of the shares called for
Redemption who shall not have surrendered their certificates
representing such shares prior to such repayment shall be deemed to
be unsecured creditors of the Corporation for the amount of the
Redemption Price and shall look only to the Corporation for payment
thereof, without interest, subject to the laws of the Commonwealth
of Virginia.

(d) The Corporation shall also have the right to acquire
outstanding shares of any series of the Preferred Stock otherwise
than by Redemption, from time to time, for such consideration as may
be acceptable to the holders thereof; provided, however, that if all
Dividends Accrued on all outstanding shares of such series shall not
have been declared and paid or declared and a sum sufficient for the
payment thereof set apart, neither the Corporation nor any
Subsidiary shall so acquire any shares of such series except in
accordance with a purchase offer made on the same terms to all the
holders of the outstanding shares of such series.

(e) Shares of any series of the Preferred Stock purchased,
redeemed or otherwise acquired by the Corporation shall constitute
authorized but unissued shares of Preferred Stock but undesignated
as to series, as provided by law, and, unless otherwise provided in
these Amended and Restated Articles of Incorporation or in the
amendment thereto establishing such series of the Preferred Stock,
may be reissued by the Corporation.

(8) Liquidation. In the event of the voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation, the
holders of shares of each series of the Preferred Stock then outstanding shall
be entitled to be paid in cash out of the net assets of the Corporation,
including its capital, an amount equal to the Redemption Price and no more,
before any distribution or payment shall be made to the holders of shares of
Junior Stock and after payment to the holders of the outstanding shares of each
series of the Preferred Stock of the amounts to which they are respectively
entitled, the balance of such assets, if any, shall be paid to the holders of
Junior Stock according to their respective rights. For the purposes of the
preceding sentence, neither the consolidation of the Corporation with nor the
merger of the Corporation into any other corporation, nor the sale, lease or
other disposition of all or substantially all of the Corporation's properties
and assets shall, without further corporate action, be deemed a liquidation,
dissolution or winding up of the affairs of the Corporation. If the net assets
of the Corporation are insufficient to pay the holders of the outstanding shares
of each series of the Preferred Stock the full amounts to which they are
respectively entitled, the entire net assets of the Corporation remaining shall
be distributed ratably to the holders of the outstanding shares of the Preferred
Stock in proportion to the full amounts to which they are respectively entitled.

(9) Conflicting Provisions. Subsequent to the date these Amended and
Restated Articles of Incorporation become effective the Corporation may issue
one or more series of Preferred Stock. In the event that any of the foregoing
provisions of these Amended and Restated Articles of Incorporation conflict with
the provisions of the amendment thereto establishing a series of the Preferred
Stock, then, as to such series, the specific provisions which relate to it, and
not the general provisions hereinabove set forth, shall control.

B. Series E Preferred Stock.

The Board of Directors of the Corporation has heretofore designated
500,000 shares of the Preferred Stock as the Cumulative Participating Preferred
Stock, Series E ("Series E Stock"). Such number may from time to time be
decreased (but not below the number of shares of Series E Stock then
outstanding) by the Board of Directors of the Corporation. In addition to any
relative rights and preferences hereinabove granted, the relative rights and
preferences of such series and the holders of the outstanding shares thereof are
as set forth in paragraphs (C)(1) through (C)(5) of this Article.

(1) Dividends and Distributions.

(a) The holders of shares of the Series E Stock, in preference
to the holders of shares of the Common Stock and of any other Junior
Stock, shall be entitled to receive, when, as and if declared by the
Board of Directors out of funds legally available for the purpose,
quarterly dividends payable in cash on the fifteenth day (or, if not
a business day, the preceding business day) of January, April, July
and October in each year (each such date being referred to herein as
a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share
or fraction of a share of the Series E Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (a) $4.00 or
(b) subject to the provision for adjustment hereinafter set forth,
400 times the aggregate per share amount of all cash dividends, and
400 times the aggregate per share amount (payable in kind) of all
non-cash dividends or other distributions, other than a dividend
payable in shares of Common Stock, or a subdivision of the
outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the immediately
preceding Quarterly Dividend Payment Date or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of
any share or fraction of a share of the Series E Stock. In the event
the Corporation shall at any time after January 1, 1997 declare or
pay any dividend on Common Stock payable in shares of Common Stock,
or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise
than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each
such case the amount per share to which holders of shares of the
Series E Stock shall be entitled under clause (b) of the preceding
sentence shall be adjusted by multiplying the amount per share to
which holders of shares of the Series E Stock were entitled
immediately prior to such event under clause (b) of the preceding
sentence by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

(b) The Corporation shall declare a dividend or distribution on
the Series E Stock as provided in paragraph (C)(1)(a) of this
Article immediately after it declares a dividend or distribution on
the Common Stock (other than a dividend payable in shares of Common
Stock); provided that, in the event no dividend or distribution
shall have been declared on the Common Stock during the period
between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $4.00 per share on
the Series E Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.

(c) Dividends shall begin to accrue and be cumulative on
outstanding shares of the Series E Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares of the
Series E Stock, unless the date of issue of such shares is prior to
the record date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from the
date of issue of such shares, or unless the date of issue is a
Quarterly Dividend Payment Date or is a date after the record date
for the determination of holders of shares of the Series E Stock
entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such dividends
shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest.
Dividends paid on the shares of the Series E Stock in an amount less
than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding.
The Board of Directors may fix a record date for the determination
of holders of shares of the Series E Stock entitled to receive
payment of a dividend or distribution declared thereon, which record
date shall be not more than 60 days prior to the date fixed for the
payment thereof.

(2) Voting Rights. Except to the extent provided by law, the holders
of shares of the Series E Stock shall not be entitled (i) to vote on any matter
or (ii) to receive notice of, or to participate in, any meeting of shareholders
of the Corporation at which they are not entitled to vote.

(3) Certain Restrictions.


(a) Whenever quarterly dividends or other dividends or
distributions payable on the Series E Stock as provided in paragraph
(C)(1) of this Article are in arrears, thereafter and until all
accrued and unpaid dividends and distributions, whether or not
declared, on shares of the Series E Stock outstanding shall have
been paid in full, the Corporation shall not:

(i) declare, set apart or pay dividends on or make any
other distributions on the Common Stock or any shares of stock
ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series E Stock;

(ii) declare or pay dividends on or make any other
distributions on any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or
winding up) with the Series E Stock, except dividends paid
ratably on the Series E Stock and all such parity stock on
which dividends are payable or in arrears in proportion to the
total amounts to which the holders of all such shares are then
entitled; or

(iii) redeem or purchase or otherwise acquire for
consideration shares of the Series E Stock, any such parity
stock or any stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) with the Series E
Stock, or set aside for or pay to any sinking fund therefor.

(b) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any
shares of stock of the Corporation unless the Corporation could,
under paragraph (C)(3)(a) of this Article, purchase or otherwise
acquire such shares at such time and in such manner.

(4) Reacquired Shares. Any shares of the Series E Stock redeemed,
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock, par value $20.00 per share, and may be reissued as a new series
or a part of a new series of Preferred Stock to be created by resolution or
resolutions of the Board of Directors or as part of an existing series of
Preferred Stock.

(5) Redemption.

(a) The Corporation may, at its option and at any time and from
time to time after April 14, 2058, redeem all or any portion of the
outstanding shares of Series E Stock.

(b) The redemption price shall be an amount per share equal to
the greater of (i) $100,000.00 or (ii) subject to the provision for
adjustment hereinafter set forth, 400 times the current market price
per share of Common Stock on the date fixed for redemption, plus in
each such case an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date fixed
for redemption. The current market price per share of Common Stock
on any date shall be deemed to be the average of the daily closing
prices per share of such Common Stock for the 30 consecutive trading
days immediately prior to such date. The closing price for each day
shall be the last sale price, regular way, or, in case no such sale
takes place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities
listed or admitted to trading on the New York Stock Exchange
("NYSE") or, if the Common Stock is not listed or admitted to
trading on the NYSE, as reported in the principal consolidated
transaction reporting system with respect to securities listed on
the principal national securities exchange on which the Common Stock
is listed or admitted to trading or, if the Common Stock is not
listed or admitted to trading on any national securities exchange,
the last quoted price or, if not so quoted, the average of the high
bid and low asked prices in the over-the-counter market, as reported
by the National Association of Securities Dealers, Inc. Automated
Quotations Systems ("NASDAQ") or such other system then in use, or,
if on any such date the Common Stock is not quoted by any such
organization, the average of the closing bid and asked prices as
furnished by a professional market maker making a market in the
Common Stock. If no professional market maker is then making a
market in the Common Stock, the current market price per share of
the Common Stock shall be deemed to be $1.00. As used herein, the
term trading day shall mean a day on which the principal national
securities exchange on which the Common Stock is listed or admitted
to trading is open for the transaction of business or, if the Common
Stock is not listed or admitted to trading on any national
securities exchange, a business day. In the event the Corporation
shall at any time after January 1, 1997 declare or pay any dividend
on Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or
lesser number of shares of Common Stock, then in each such case the
aggregate amount per share to which holders of shares of the Series
E Stock shall be entitled under the provisions of the first sentence
of this paragraph shall be adjusted by multiplying the amount per
share to which holders of shares of the Series E Stock should have
been entitled immediately prior to such event under the provisions
of the first sentence of this paragraph by a fraction the numerator
of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately
prior to such event.

(c) In case less than all of the outstanding shares of Series E
Stock are to be redeemed, not more than 60 days prior to the date
fixed for redemption the Corporation shall select the shares to be
redeemed. Such shares shall be selected by lot or designated ratably
or in such other equitable manner as the Corporation may determine.
The Corporation in its discretion may select the particular
certificates (if there are more than one) representing shares
registered in the name of a holder that are to be redeemed.

(d) Not less than 30 nor more than 60 days prior to the date
fixed for redemption, notice of redemption shall be given by first
class mail, postage prepaid, to the holders of record of the
outstanding shares of the Series E Stock to be redeemed at their
last known addresses shown in the Corporation's share transfer
records. The notice of redemption shall set forth the paragraph of
this Article pursuant to which the shares are being redeemed, the
number of shares to be redeemed, the date fixed for redemption, the
applicable redemption price, and the place or places where
certificates representing shares to be redeemed may be surrendered.
In case less than all of the outstanding shares of the Series E
Stock are to be redeemed the notice of redemption shall also set
forth the numbers of the certificates representing shares to be
redeemed and, in case less than all shares represented by any such
certificate are to be redeemed, the number of shares represented by
such certificate to be redeemed.

(e) If notice of redemption of any outstanding shares of Series
E Stock shall have been duly mailed as herein provided, then on or
before the date fixed for redemption the Corporation shall deposit
cash sufficient to pay the redemption price of such shares in trust
for the benefit of the holders of the shares to be redeemed with any
bank or trust company in the City of Richmond, Commonwealth of
Virginia, having capital and surplus aggregating at least
$50,000,000 as of the date of its most recent report of financial
condition and named in such notice, to be applied to the redemption
of the shares so called for redemption against surrender for
cancellation of the certificates representing such shares. From and
after the time of such deposit all shares for the redemption of
which such deposit shall have been made shall, whether or not the
certificates therefor shall have been surrendered for cancellation,
no longer be deemed to be outstanding for any purpose, and all
rights with respect to such shares shall thereupon cease and
terminate except the right to receive payment of the redemption
price but without interest. Any interest earned on funds so
deposited shall be paid to the Corporation from time to time. Any
funds so deposited and unclaimed at the end of five years from the
date fixed for redemption shall be repaid to the Corporation, free
of trust, and the holders of the shares called for redemption who
shall not have surrendered their certificates representing such
shares prior to such repayment shall be deemed to be unsecured
creditors of the Corporation for the amount of the redemption price
and shall look only to the Corporation for payment thereof, without
interest, subject to the laws of the Commonwealth of Virginia.

(f) The Corporation shall also have the right to acquire
outstanding shares of Series E Stock otherwise than by redemption
pursuant to paragraph (C)(5)(a) of this Article, from time to time
for such consideration as may be acceptable to the holders thereof;
provided, however, that if all dividends accrued on all outstanding
shares of Series E Stock shall not have been declared and paid or
declared and a sum sufficient for the payment thereof set apart,
neither the Corporation nor any subsidiary shall so acquire any
shares of Series E Stock except in accordance with a purchase offer
made on the same terms to all the holders of the outstanding shares
of Series E Stock.

(6) Consolidation, Merger, etc. In case the Corporation shall enter
into any consolidation, merger, combination, statutory share exchange or other
transaction in which the shares of Common Stock are exchanged for or changed
into other stock or securities, cash and/or any other property, then in any such
case the shares of the Series E Stock shall at the same time be similarly
exchanged or changed in an amount per share (subject to the provision for
adjustment hereinafter set forth) equal to 400 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged. If the Corporation shall at any time after January 1, 1997 declare or
pay any dividend on Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the amount set forth in the preceding sentence with respect to
the exchange or change of shares of the Series E Stock shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

ARTICLE V
COMMON STOCK

A. General. Certain relative rights of the Common Stock and the holders
of the outstanding shares thereof are set forth below.

(1) Dividends. Subject to the provisions hereinabove set forth with
respect to the Preferred Stock and to the provisions contained in the Articles
of Serial Designation for any series of the Preferred Stock, the holders of
outstanding shares of the Common Stock shall be entitled to receive dividends
if, when and as declared by the Board of Directors out of funds legally
available therefor.

(2) Voting Rights. The holders of outstanding shares of the Common
Stock shall, to the exclusion of the holders of any other class of stock of the
Corporation, have the sole and full power to vote for the election of directors
and for all other purposes without limitation, except (i) as otherwise provided
herein or in the Articles of Serial Designation as applicable to any series of
the Preferred Stock, and (ii) as may be required by law. The holders of
outstanding shares of the Common Stock shall be entitled to one vote on each
matter to be voted upon by the shareholders for each share of the Common Stock
which they hold.

B. Redesignation of Existing Common Stock. As of the effective date of
the Articles of Amendment pursuant to which this Section B was added to these
Amended and Restated Articles of Incorporation, and without any further action
on the part of the Corporation or its shareholders, each share of the Common
Stock immediately theretofore designated Circuit City Stock shall automatically
be redesignated, changed and converted into one share of Common Stock.

ARTICLE VI
DIRECTORS

The number of directors shall be fixed by the bylaws. In the absence of
such a provision in the bylaws, the number of directors shall be ten. In no
event, however, shall the number of directors exceed seventeen. The directors of
the corporation shall be divided into three classes as nearly equal in number as
possible. The term of office of the first class of directors shall expire at the
first annual meeting of stockholders after the initial election dividing
directors into such classes, that of the second class shall expire at the second
annual meeting after such election and that of the third class at the third
annual meeting after such election. At each annual meeting of stockholders,
successors to the class of directors whose terms shall then expire and any other
nominees for election as a director of such class shall be elected to hold
office until the third succeeding annual meeting. If the number of directors is
changed, any newly created directorships or decrease in directorships shall be
so apportioned among the classes as to make all classes as nearly equal in
number as possible. Notwithstanding the foregoing, if the holders of one or more
series of Preferred Stock voting as a separate class shall become entitled to
elect members of the Board pursuant to the provisions of the Articles of Serial
Designation for such series, the terms of all members of the Board of Directors
previously elected shall expire at the time of such election and each director
shall then serve until the next meeting of stockholders at which directors are
elected; and whenever the holders of any series of Preferred Stock are no longer
entitled to so elect directors voting as a separate class, all of the directors
shall be elected by classes at the next annual meeting of stockholders held for
such purpose in the manner provided hereinabove in this paragraph with respect
to the initial election dividing directors into such classes. Subject to the
foregoing, at each annual meeting of stockholders the successors to the class of
directors whose terms shall then expire and any other nominees for election as a
director of such class shall be elected to hold office until the third
succeeding annual meeting. The aggregate number of vacancies resulting from an
increase in the number of directors which may be created and filled by action of
the Board of Directors between annual meetings of stockholders shall be limited
to two.

ARTICLE VII
INDEMNIFICATION

A. Definitions.For purposes of this Article the following
definitions shall apply:

"Corporation" means this Corporation only and no predecessor
entity or other legal entity.

"Expenses" include counsel fees, expert witness fees, and costs
of investigation, litigation and appeal, as well as any amounts expended in
asserting a claim for indemnification.

"Liability" means the obligation to pay a judgment, settlement,
penalty, fine, or other such obligation, including, without limitation, any
excise tax assessed with respect to an employee benefit plan.

"Legal Entity" means a corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise.

"Predecessor Entity" means a legal entity the existence of
which ceased upon its acquisition by the Corporation in a merger or otherwise.

"Proceeding" means any threatened, pending, or completed
action, suit, proceeding or appeal whether civil, criminal, administrative or
investigative and whether formal or informal.

B. Indemnification of Directors and Officers. The Corporation shall
indemnify and may contract in advance to indemnify an individual who is, was or
is threatened to be made a party to a proceeding because he is or was a director
or officer of the Corporation or, while a director or officer of the
Corporation, is or was serving the Corporation or any other legal entity in any
capacity at the request of the Corporation against all liabilities and
reasonable expenses incurred in the proceeding except such liabilities and
expenses as are incurred because of his willful misconduct or knowing violation
of the criminal law (regardless of whether the proceeding is by or in the right
of the Corporation). The determination that indemnification under this Paragraph
B is permissible and the evaluation as to the reasonableness of expenses in a
specific case shall be made, in the case of a director, as provided by law, and
in the case of an officer, as provided in Paragraph C of this Article; provided,
however, that if a majority of the directors of the Corporation has changed
after the date of the alleged conduct giving rise to a claim for
indemnification, such determination and evaluation shall, at the option of the
person claiming indemnification, be made by special legal counsel agreed upon by
the Board of Directors and such person. Unless a determination has been made
that indemnification is not permissible, the Corporation shall make advances and
reimbursements for expenses incurred by a director or officer in a proceeding
upon receipt of an undertaking from him to repay the same if it is ultimately
determined that he is not entitled to indemnification. Such undertaking shall be
an unlimited, unsecured general obligation of the director or officer and shall
be accepted without reference to his ability to make repayment. The termination
of a proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent shall not of itself create a presumption that
a director or officer acted in such a manner as to make him ineligible for
indemnification.

C. Indemnification of Others. The Corporation may, to a lesser
extent or to the same extent that the Corporation is required to provide
indemnification and make advances and reimbursements for expenses to its
directors and officers, provide indemnification and make advances and
reimbursements for expenses to its employees and agents, the directors,
officers, employees and agents of its subsidiaries and predecessor entities, and
any person serving any other legal entity in any capacity at the request of the
Corporation, and, if authorized by general or specific action of the Board of
Directors, may contract in advance to do so. The determination that
indemnification under this Paragraph C is permissible, the authorization of such
indemnification and the evaluation as to the reasonableness of expenses in a
specific case shall be made as authorized from time to time by general or
specific action of the Board of Directors, which action may be taken before or
after a claim for indemnification is made, or as otherwise provided by law. No
person's rights under Paragraph B of this Article shall be limited by the
provisions of this Paragraph C.

D. Miscellaneous. Every reference in this Article to persons who are
or may be entitled to indemnification shall include all persons who formerly
occupied any of the positions referred to and their respective heirs, executors
and administrators. Special legal counsel selected to make determinations under
this Article may be counsel for the Corporation. Indemnification pursuant to
this Article shall not be exclusive of any other right of indemnification to
which any person may be entitled including indemnification pursuant to a valid
contract, indemnification by legal entities other than the Corporation and
indemnification under policies of insurance purchased and maintained by the
Corporation or others. However, no person shall be entitled to indemnification
by the Corporation to the extent he is indemnified by another, including an
insurer. The Corporation is authorized to purchase and maintain insurance
against any liability it may have under this Article or to protect any of the
persons named above against any liability arising from their service to the
Corporation or any other legal entity at the request of the Corporation
regardless of the Corporation's power to indemnify against such liability. The
provisions of this Article shall not be deemed to prohibit the Corporation from
entering into contracts otherwise permitted by law with any individuals or legal
entities, including those named above, for the purposes of conducting the
business of the Corporation. If any provision of this Article or its application
to any person or circumstance is held invalid by a court of competent
jurisdiction, the invalidity shall not affect other provisions or applications
of this Article, and to this and the provisions of this Article are severable.

ARTICLE VIII
LIMITATION OF LIABILITY

To the full extent that the Virginia Stock Corporation Act, as it now
exists or is hereafter amended, permits the limitation or elimination of the
liability of directors or officers, a director or officer of the Corporation
shall not be liable to the Corporation or its stockholders for monetary damages.

ARTICLE IX
VOTE TO AMEND OR RESTATE

As to each voting group entitled to vote on an amendment or restatement
of these Amended and Restated Articles of Incorporation the vote required for
approval shall be (i) the vote required by the Virginia Stock Corporation Act
(as applied without regard to the effect of clause (iii) of this Article) if the
effect of the amendment or restatement is (a) to reduce the shareholder vote
required to approve a merger, a statutory share exchange, a sale of all or
substantially all of the assets of the Corporation or the dissolution of the
Corporation, (b) to modify any provision of Article VI of these Amended and
Restated Articles of Incorporation, or (c) to delete all or any part of this
clause (i) of this Article; (ii) the vote required by the terms of these Amended
and Restated Articles of Incorporation, as amended or as restated from time to
time, if such terms require the approval of more than a majority of the votes
entitled to be cast thereon by such voting group; or (iii) a majority of the
votes entitled to be cast thereon if neither clause (i) nor clause (ii) of this
Article is applicable.