<PAGE>

                                 AMENDED AND RESTATED

                                      BY-LAWS OF

                            GENERAL INSTRUMENT CORPORATION

       (formerly NextLevel Systems, Inc., hereinafter called the "Corporation")

                                (As of  May 21, 1998)

                                      ARTICLE I


                                       OFFICES

          Section 1.     Registered Office.  The registered office of the
Corporation within the State of Delaware shall be in the City of Wilmington, 
County of New Castle.

          Section 2.     Other Offices.  The Corporation may also have an
office or offices other than said registered office at such place or places, 
either within or without the State of Delaware, as the Board of Directors 
shall from time to time determine or the business of the Corporation may 
require.

                                      ARTICLE II


                               MEETINGS OF STOCKHOLDERS

          Section 1.     Place of Meetings.  All meetings of the stockholders
for the election of directors or for any other purpose shall be held at any 
such time and place, either within or without the State of Delaware as shall 
be designated from time to time by the Board of Directors and stated in the 
notice of the meeting or in a duly executed waiver of notice thereof.

          Section 2.     Annual Meetings.  Annual meetings of stockholders
shall be held on such date and at such time as shall be designated from time 
to time by the Board of Directors and stated in the notice of the meeting or 
in a duly executed waiver thereof.  At such annual meetings, the stockholders 
shall elect by a plurality vote the directors standing for election and 
transact such other business as may properly be brought before the meeting in 
accordance with these Amended and Restated By-Laws.  

          Section 3.     Special Meetings.  Special meetings of
stockholders, for any purpose or purposes, unless otherwise prescribed by 
statute may be called 



<PAGE>

by the Board of Directors, the Chairman of the Board of Directors, if one 
shall have been elected, or the President and shall be called by the 
Secretary upon the request in writing of a stockholder or stockholders 
holding of record at least a majority of the voting power of the issued and 
outstanding shares of capital stock of the Corporation entitled to vote at 
such meeting.

          Section 4.     Notice of Meetings. Except as otherwise expressly
required by statute, written notice of each annual and special meeting of
stockholders stating the date, place and hour of the meeting, and, in the 
case of a special meeting, the purpose or purposes for which the meeting is 
called, shall be given to each stockholder of record entitled to vote thereat 
not less than ten nor more than sixty days before the date of the meeting.  
Business transacted at any special meeting of stockholders shall be limited 
to the purposes stated in the notice.  Notice shall be given personally or by 
mail and, if by mail, shall be sent in a postage prepaid envelope, addressed 
to the stockholder at such stockholder's address as it appears on the records 
of the Corporation.  Notice by mail shall be deemed given at the time when 
the same shall be deposited in the United States mail, postage prepaid.  
Notice of any meeting shall not be required to be given to any person who 
attends such meeting, except when such person attends the meeting in person 
or by proxy 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, or who, either before or after the meeting, 
shall submit a signed written waiver of notice, in person or by proxy.  
Neither the business to be transacted at, nor the purpose of, an annual or 
special meeting of stockholders need be specified in any written waiver of 
notice.

          Section 5.     Organization.  At each meeting of stockholders, the
Chairman of the Board, if one shall have been elected, or, in such person's 
absence or if one shall not have been elected, the President, shall act as 
chairman of the meeting.  The Secretary or, in such person's absence or 
inability to act, the person whom the chairman of the meeting shall appoint 
secretary of the meeting, shall act as secretary of the meeting and keep the 
minutes thereof.

          Section 6.     Conduct of Business.  The chairman of any meeting of
stockholders shall determine the order of business and the procedure at the 
meeting, including such regulation of the manner of voting and the conduct of 
discussion as seems to him or her in order.  The date and time of the opening 
and closing of the polls for each matter upon which the stockholders will 
vote at a meeting shall be announced at the meeting.

          Section 7.     Quorum, Adjournments.  The holders of a majority
of the voting power of the issued and outstanding shares of capital stock of 
the 


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Corporation entitled to vote thereat, present in person or represented by 
proxy, shall constitute a quorum for the transaction of business at all 
meetings of stockholders, except as otherwise provided by statute or by the 
Certificate of Incorporation.  If, however, such quorum shall not be present 
or represented by proxy at any meeting of stockholders, the stockholders 
entitled to vote thereat, present in person or represented by proxy, shall 
have the power to adjourn the meeting from time to time, without notice other 
than announcement at the meeting, until a quorum shall be present or 
represented by proxy.  At such adjourned meeting at which a quorum shall be 
present or represented by proxy, any business may be transacted which might 
have been transacted at the meeting as originally called.  If the adjournment 
is for more than thirty days, or, if after adjournment a new record date is 
set, a notice of the adjourned meeting shall be given to each stockholder of 
record entitled to vote at the meeting.

          Section 8.     Voting.  Except as otherwise provided by statute or
the Certificate of Incorporation and these Amended and Restated By-Laws, each
stockholder of the Corporation shall be entitled at each meeting of 
stockholders to one vote for each share of capital stock of the Corporation 
standing in such stockholder's name on the record of stockholders of the 
Corporation:

               (a)  on the date fixed pursuant to the provisions of Section 7 of
          Article V of these Amended and Restated By-Laws as the record date 
          for the determination of the stockholders who shall be entitled to 
          notice of and to vote at such meeting; or

               (b)  if no such record date shall have been so fixed, then at the
          close of business on the day next preceding the day on which notice 
          thereof shall be given, or, if notice is waived, at the close of 
          business on the date next preceding the day on which the meeting is 
          held.


          Each stockholder entitled to vote at any meeting of stockholders 
may authorize another person or persons to act for such stockholder by a 
proxy signed by such stockholder or such stockholder's attorney-in-fact, but 
no proxy shall be voted after three years from its date, unless the proxy 
provides for a longer period.  Any such proxy shall be delivered to the 
secretary of the meeting at or prior to the time designated in the order of 
business for so delivering such proxies.  When a quorum is present at any 
meeting, the affirmative vote of the holders of a majority of the voting 
power of the issued and outstanding stock of the Corporation entitled to vote 
thereon, present in person or represented by proxy, shall decide any question 
brought before such meeting, unless the question is one upon which by express 
provision of statute or of the Certificate of Incorporation or of these 
Amended and Restated By-Laws, a different vote is required, in which case 
such 

                                          3
<PAGE>


express provision shall govern and control the decision of such question.  
Unless required by statute, or determined by the chairman of the meeting to 
be advisable, the vote on any question need not be by ballot.  On a vote by 
ballot, each ballot shall be signed by the stockholder voting, or by such 
stockholder's proxy, if there be such proxy.

          Section 9.     List of Stockholders Entitled to Vote.  At least ten
days before each meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing 
the address of each stockholder and the number of shares registered in the 
name of each stockholder shall be prepared.  Such list shall be open to the 
examination of any stockholder, for any purpose germane to the meeting, 
during ordinary business hours, for a period of at least ten days prior to 
the meeting, either at a place within the city, town, or village 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.  The list shall also be produced and kept at the time and place of the 
meeting during the whole time thereof, and may be inspected by any 
stockholder of the Corporation who is present.

          Section 10.    Inspectors.  The Board of Directors shall, in
advance of any meeting of stockholders, appoint one or more inspectors to act 
at such meeting or any adjournment thereof.  If any of the inspectors so 
appointed shall fail to appear or act, the chairman of the meeting shall, or 
if inspectors shall not have been appointed, the chairman of the meeting may 
appoint one or more inspectors.  Each inspector, before entering upon the 
discharge of such inspector's duties, shall take and sign an oath faithfully 
to execute the duties of inspector at such meeting with strict impartiality 
and according to the best of such inspector's ability.  The inspectors shall 
determine the number of shares of capital stock of the Corporation 
outstanding and the voting power of each, the number of shares represented at 
the meeting, the existence of a quorum, the validity and effect of proxies, 
and shall receive votes, ballots or consents, hear and determine all 
challenges and questions arising in connection with the right to vote, count 
and tabulate all votes, ballots or consents, determine the results, and do 
such acts as are proper to conduct the election or vote with fairness to all 
stockholders.  On request of the chairman of the meeting, the inspectors 
shall make a report in writing of any challenge, request or matter determined 
by them and shall execute a certificate of any fact found by them.  No 
director or candidate for the office of director shall act as an inspector of 
an election of directors.  Inspectors need not be stockholders.

          Section 11.    Consent of Stockholders in Lieu of Meeting.  Unless
otherwise provided by statute or in the Certificate of Incorporation, any action
required to be taken or which may be taken at any annual or special meeting 
of the 

                                          4
<PAGE>


stockholders of the Corporation may be taken without a meeting, without prior 
notice and without a vote, if a consent in writing, setting forth the action 
so taken, shall be signed by the holders of outstanding stock having not less 
than the minimum number of votes that would be necessary to authorize or take 
such action at a meeting at which all shares entitled to vote thereon were 
present and voted.  Prompt notice of the taking of any such corporate action 
without a meeting by less than unanimous written consent shall be given to 
those stockholders who have not consented in writing.

          Section 12.    Advance Notice Provisions for Election of Directors.  
Only persons who are nominated in accordance with the following procedures
shall be eligible for election as directors of the Corporation.  Nominations of
persons for election to the Board of Directors may be made at any annual 
meeting of stockholders, or at any special meeting of stockholders called for 
the purpose of electing directors, (a) by or at the direction of the Board of 
Directors (or any duly authorized committee thereof) or (b) by any 
stockholder of the Corporation (i) who is a stockholder of record on the date 
of the giving of the notice provided for in this Section 12 and on the record 
date for the determination of stockholders entitled to vote at such meeting 
and (ii) who complies with the notice procedures set forth in this Section 12.

          In addition to any other applicable requirements, for a nomination 
to be made by a stockholder such stockholder must have given timely notice 
thereof in proper written form to the Secretary of the Corporation.

          To be timely, a stockholder's notice to the Secretary must be 
delivered to or mailed and received at the principal executive offices of the 
Corporation (a) in the case of an annual meeting, not less than 60 days nor 
more than 90 days prior to the date of the annual meeting; provided, however, 
that in the event that less than 70 days' notice or prior public disclosure 
of the date of the annual meeting is given or made to stockholders, notice by 
the stockholder in order to be timely must be so received not later than the 
close of business on the 10th day following the day on which such notice of 
the date of the annual meeting was mailed or such public disclosure of the 
date of the annual meeting was made, whichever first occurs; and (b) in the 
case of a special meeting of stockholders called for the purpose of electing 
directors, not later than the close of business on the 10th day following the 
day on which notice of the date of the special meeting was mailed or public 
disclosure of the date of the special meeting was made, whichever first 
occurs.

          To be in proper written form, a stockholder's notice to the 
Secretary must set forth (a) as to each person whom the stockholder proposes 
to nominate for 

                                          5
<PAGE>

election as a director (i) the name, age, business address and residence 
address of the person, (ii) the principal occupation or employment of the 
person, (iii) the class or series and number of shares of capital stock of 
the Corporation which are owned beneficially or of record by the person and 
(iv) any other information relating to the person that would be required to 
be disclosed in a proxy statement or other filings required to be made in 
connection with solicitations of proxies for election of directors pursuant 
to Section 14 of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"), and the rules and regulations promulgated thereunder; and 
(b) as to the stockholder giving the notice (i) the name and record address 
of such stockholder, (ii) the class or series and number of shares of capital 
stock of the Corporation which are owned beneficially or of record by such 
stockholder, (iii) a description of all arrangements or understandings 
between such stockholder and each proposed nominee and any other person or 
persons (including their names) pursuant to which the nomination(s) are to be 
made by such stockholder, (iv) a representation that such stockholder intends 
to appear in person or by proxy at the meeting to nominate the persons named 
in its notice and (v) any other information relating to such stockholder that 
would be required to be disclosed in a proxy statement or other filings 
required to be made in connection with solicitations of proxies for election 
of directors pursuant to Section 14 of the Exchange Act and the rules and 
regulations promulgated thereunder.  Such notice must be accompanied by a 
written consent of each proposed nominee to be named as a nominee and to 
serve as a director if elected.

          No person shall be eligible for election as a director of the 
Corporation unless nominated in accordance with the procedures set forth in 
this Section 12.  If the Chairman of the meeting determines that a nomination 
was not made in accordance with the foregoing procedures, the Chairman shall 
declare to the meeting that the nomination was defective and such defective 
nomination shall be disregarded.

          Section 13.    Advance Notice Provisions for Business to be
Transacted at Annual Meeting.  No business may be transacted at an annual
meeting of stockholders, other than business that is either (a) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors (or any duly authorized committee thereof),
(b) otherwise properly brought before the annual meeting by or at the
direction of the Board of Directors (or any duly authorized committee thereof)
or (c) otherwise properly brought before the annual meeting by any stockholder
of the Corporation (i) who is a stockholder of record on the date of the giving
of the notice provided for in this Section 13 and on the record date for the 
determination of stockholders entitled to vote at such annual meeting and 
(ii) who complies with the notice procedures set forth in this Section 13.

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<PAGE>

          In addition to any other applicable requirements, for business to 
be properly brought before an annual meeting by a stockholder, such 
stockholder must have given timely notice thereof in proper written form to 
the Secretary of the Corporation.

          To be timely, a stockholder's notice to the Secretary must be 
delivered to or mailed and received at the principal executive offices of the 
Corporation not less than 60 days nor more than 90 days prior to the date of 
the annual meeting; provided, however, that in the event that less than 70 
days' notice or prior public disclosure of the date of the annual meeting is 
given or made to stockholders, notice by the stockholder in order to be 
timely must be so received not later than the close of business on the 10th 
day following the day on which such notice of the date of the annual meeting 
was mailed or such public disclosure of the date of the annual meeting was 
made, whichever first occurs.

          To be in proper written form, a stockholder's notice to the 
Secretary must set forth as to each matter such stockholder proposes to bring 
before the annual meeting (i) a brief description of the business desired to 
be brought before the annual meeting and the reasons for conducting such 
business at the annual meeting, (ii) the name and record address of such 
stockholder, (iii) the class or series and number of shares of capital stock 
of the Corporation which are owned beneficially or of record by such 
stockholder, (iv) a description of all arrangements or understandings between 
such stockholder and any other person or persons (including their names) in 
connection with the proposal of such business by such stockholder and any 
material interest of such stockholder in such business and (v) a 
representation that such stockholder intends to appear in person or by proxy 
at the annual meeting to bring such business before the meeting.

          No business shall be conducted at the annual meeting of 
stockholders except business brought before the annual meeting in accordance 
with the procedures set forth in this Section 13, provided, however, that, 
once business has been properly brought before the annual meeting in 
accordance with such procedures, nothing in this Section 13 shall be deemed 
to preclude discussion by any stockholder of any such business.  If the 
Chairman of an annual meeting determines that business was not properly 
brought before the annual meeting in accordance with the foregoing 
procedures, the Chairman shall declare to the meeting that the business was 
not properly brought before the meeting and such business shall not be 
transacted.

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                                     ARTICLE III


                                      DIRECTORS

          Section 1.     Place of Meetings.  Meetings of the Board of
Directors shall be held at such place or places, within or without the State of
Delaware, as the Board of Directors may from time to time determine or as 
shall be specified in the notice of any such meeting.

          Section 2.     Annual Meeting. The annual meeting of the Board of 
Directors may be held at such time or place (within or without the State of 
Delaware) as shall be specified in a notice thereof given as hereinafter 
provided in Section 5 of this Article III.

          Section 3.     Regular Meetings.  Regular meetings of the Board of 
Directors shall be held at such time and place as the Board of Directors may 
fix.  If any day fixed for a regular meeting shall be a legal holiday at the 
place where the meeting is to be held, then the meeting which would otherwise 
be held on that day shall be held at the same hour on the next succeeding 
business day.

          Section 4.     Special Meetings.  Special meetings of the Board of 
Directors may be called by the Chairman of the Board, if one shall have been 
elected, or by two or more directors of the Corporation or by the President.

          Section 5.     Notice of Meetings.  Notice of regular meetings of
the Board of Directors need not be given except as otherwise required by law 
or these Amended and Restated By-Laws.  Notice of each special meeting of the 
Board of Directors for which notice shall be required, shall be given by the 
Secretary as hereinafter provided in this Section 5, in which notice shall be 
stated the time and place of the meeting.  Except as otherwise required by 
these Amended and Restated By-Laws, such notice need not state the purposes 
of such meeting.  Notice of any special meeting, and of any regular or annual 
meeting for which notice is required, shall be given to each director at 
least (a) four hours before the meeting if by telephone or by being 
personally delivered or sent by telex, telecopy, or similar means or (b) two 
days before the meeting if delivered by mail to the director's residence or 
usual place of business.  Such notice shall be deemed to be delivered when 
deposited in the United States mail so addressed, with postage prepaid, or 
when transmitted if sent by telex, telecopy, or similar means.  Neither the 
business to be transacted at, nor the purpose of, any special meeting of the 
Board of Directors need be specified in the notice or waiver of notice of 
such meeting.  Any director may waive notice of any meeting by a writing 
signed by the director entitled to the notice and filed with the minutes or 
corporate records.  The 


                                          8
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attendance at or participation of the director at a meeting shall constitute 
waiver of notice of such meeting, unless the director at the beginning of the 
meeting or promptly upon such director's arrival objects to holding the 
meeting or transacting business at the meeting.

          Section 6.     Organization.  At each meeting of the Board of
Directors, the Chairman of the Board, if one shall have been elected, or, in the
absence of the Chairman of the Board or if one shall not have been elected, the
President (or, in the President's absence, another director chosen by a 
majority of the directors present) shall act as chairman of the meeting and 
preside thereat.  The Secretary or, in such person's absence, any person 
appointed by the chairman shall act as secretary of the meeting and keep the 
minutes thereof.

          Section 7.     Quorum and Manner of Acting.  A majority of the
entire Board of Directors shall constitute a quorum for the transaction of 
business at any meeting of the Board of Directors, and, except as otherwise 
expressly required by statute or the Certificate of Incorporation or these 
Amended and Restated By-Laws, the affirmative vote of a majority of the 
directors present at any meeting at which a quorum is present shall be the 
act of the Board of Directors.  In the absence of a quorum at any meeting of 
the Board of Directors, a majority of the directors present thereat may 
adjourn such meeting to another time and place.  Notice of the time and place 
of any such adjourned meeting shall be given to all of the directors unless 
such time and place were announced at the meeting at which the adjournment 
was taken, in which case such notice need only be given to the directors who 
were not present thereat.  At any adjourned meeting at which a quorum is 
present, any business may be transacted which might have been transacted at 
the meeting as originally called.  The directors shall act only as a Board 
and the individual directors shall have no power as such.

          Section 8.     Action by Consent.  Unless restricted by the
Certificate of Incorporation, any action required or permitted to be taken by 
the Board of Directors or any committee thereof may be taken without a 
meeting if all members of the Board of Directors or such committee, as the 
case may be, consent thereto in writing, and the writing or writings are 
filed with the minutes of the proceedings of the Board of Directors or such 
committee, as the case may be.

          Section 9.     Telephonic Meeting.  Unless restricted by the
Certificate of Incorporation, any one or more members of the Board of 
Directors or any committee thereof may participate in a meeting of the Board 
of Directors or such committee by means of a conference telephone or similar 
communications equipment by means of which all persons participating in the 
meeting can hear 

                                          9
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each other.  Participation by such means shall constitute presence in person 
at a meeting.

          Section 10.    Committees.  The Board of Directors may, by 
resolution passed by a majority of the entire Board of Directors, designate 
one or more committees, including an executive committee, each committee to 
consist of one or more of the directors of the Corporation.  The Board of 
Directors may designate one or more directors as alternate members of any 
committee, who may replace any absent or disqualified member at any meeting 
of the committee.  In the absence of disqualification of any member of a 
committee, the member or members present at any meeting and not disqualified 
from voting, whether or not such members constitute a quorum, may unanimously 
appoint another member of the Board of Directors to act at the meeting in the 
place of any such absent or disqualified member.

          Each such committee, to the extent provided in the resolution 
creating it, shall have and may exercise all the powers and authority of the 
Board of Directors in the management of the business and affairs of the 
Corporation, and may authorize the seal of the Corporation to be affixed to 
all papers which require it; provided, however, that no such committee shall 
have the power or authority in reference to the following matters: (a) 
approving or adopting, or recommending to the stockholders, any action or 
matter expressly required by the General Corporation Law of Delaware to be 
submitted to stockholders for approval or (b) adopting, amending or repealing 
any by-law of the Corporation.  Each such committee shall serve at the 
pleasure of the Board of Directors and have such name as may be determined 
from time to time by resolution adopted by the Board of Directors.  Each 
committee shall keep regular minutes of its meetings and report the same to 
the Board of Directors.

          Section 11.    Fees and Compensation.  Directors and members of
committees may receive such compensation, if any, for their services, and such
reimbursement for expenses, as may be fixed or determined by the Board of 
Directors. No such payment shall preclude any director from serving the 
Corporation in any other capacity and receiving compensation therefor.

          Section 12.    Resignations.  Any director of the Corporation may
resign at any time by giving written notice of such director's resignation to 
the Corporation.  Any such resignation shall take effect at the time 
specified therein or, if the time when it shall become effective shall not be 
specified therein, immediately upon its receipt.  Unless otherwise specified 
therein, the acceptance of such resignation shall not be necessary to make it 
effective.

                                          10
<PAGE>

          Section 13.    Interested Directors.  No contract or transaction
between the Corporation and one or more of its directors or officers, or 
between the Corporation and any other corporation, partnership, association, 
or other organization in which one or more of its directors or officers are 
directors or officers, or have a financial interest, shall be void or 
voidable solely for this reason, or solely because the director or officer is 
present at or participates in the meeting of the Board of Directors or 
committee thereof which authorizes the contract or transaction, or solely 
because such person's or persons' votes are counted for such purposes if (a) 
the material facts as to such person's or persons' relationship or interest 
and as to the contract or transaction are disclosed or are known to the 
directors or committee who then in good faith authorizes the contract or 
transaction by the affirmative vote of a majority of the disinterested 
directors, even though the disinterested directors be less than a quorum, (b) 
the material facts as to such person's or persons' relationship or interest 
and as to the contract or transaction are disclosed or are known to the 
stockholders entitled to vote thereon, and the contract or transaction is 
specifically approved in good faith by vote of the stockholders or (c) the 
contract or transaction is fair as to the Corporation as of the time it is 
authorized, approved or ratified, by the Board of Directors, a committee 
thereof or the stockholders.  Interested directors may be counted in 
determining the presence of a quorum at a meeting of the Board of Directors 
or of a committee which authorizes the contract or transaction.

                                      ARTICLE IV


                                       OFFICERS

          Section 1.     General.  The officers of the Corporation shall be
chosen by the Board of Directors and shall include a President, one or more Vice
Presidents (including Senior, Executive or other classifications of Vice 
Presidents) and a Secretary.  The Board of Directors, in its discretion, may 
also choose as an officer of the Corporation a Chairman of the Board and a 
Vice Chairman of the Board and may choose other officers (including a 
Treasurer, one or more Assistant Secretaries and one or more Assistant 
Treasurers) as may be necessary or desirable. Such officers as the Board of 
Directors may choose shall perform such duties and have such powers as from 
time to time may be assigned to them by the Board of Directors. The Board of 
Directors may delegate to any officer of the Corporation the power to choose 
such other officers and to proscribe their respective duties and powers.  Any 
number of offices may be held by the same person, unless otherwise prohibited 
by law, the Certificate of Incorporation or these Amended and Restated 
By-Laws.  The officers of the Corporation need not be stockholders of the 
Corporation nor, except in the case of the Chairman of the 

                                          11
<PAGE>


Board and Vice Chairman of the Board of Directors, need such officers be 
directors of the Corporation.

          Section 2.     Term.  All officers of the Corporation shall hold
office until their successors are chosen and qualified, or until their earlier
resignation or removal.  Any vacancy occurring in any office of the 
Corporation shall be filled by the Board of Directors.

          Section 3.     Resignations.  Any officer of the Corporation may
resign at any time by giving written notice of such officer's resignation to the
Corporation.  Any such resignation shall take effect at the time specified 
therein or, if the time when it shall become effective shall not be specified 
therein, immediately upon receipt.  Unless otherwise specified therein, the 
acceptance of any such resignation shall not be necessary to make it 
effective.

          Section 4.     Removal.  Any officer may be removed at any time by
the Board of Directors with or without cause.  

          Section 5.     Compensation.  The compensation of the officers of
the Corporation for their services as such officers shall be fixed from time 
to time by the Board of Directors.  An officer of the Corporation shall not 
be prevented from receiving compensation by reason of the fact that such 
officer is also a director of the Corporation.

          Section 6.     Chairman of the Board.  The Chairman of the Board, 
if one shall have been elected, shall be a member of the Board, an officer of 
the Corporation and, if present, shall preside at each meeting of the Board 
of Directors or the stockholders.  The Chairman of the Board shall advise and 
counsel with the President, and in the President's absence with other 
executives of the Corporation, and shall perform such other duties as may 
from time to time be assigned to the Chairman of the Board by the Board of 
Directors.

                                      ARTICLE V
     

                        STOCK CERTIFICATES AND THEIR TRANSFER

          Section 1.     Stock Certificates.  Every holder of stock in the
Corporation shall be entitled to have a certificate, signed by, or in the 
name of the Corporation by, the Chairman of the Board or a Vice Chairman of 
the Board or the President or a Vice President and by the Treasurer or an 
Assistant Treasurer or the Secretary or an Assistant Secretary of the 
Corporation, certifying the number of shares owned by such holder in the 
Corporation.  If the Corporation shall be 

                                          12
<PAGE>

authorized to issue more than one class of stock or more than one series of 
any class, the designations, preferences and relative, participating, 
optional or other special rights of each class of stock or series thereof and 
the qualifications, limitations or restriction of such preferences and/or 
rights shall be set forth in full or summarized on the face or back of the 
certificate which the Corporation shall issue to represent such class or 
series of stock, provided that, except as otherwise provided in Section 202 
of the General Corporation Law of Delaware, in lieu of the foregoing 
requirements, there may be set forth on the face or back of the certificate 
which the Corporation shall issue to represent such class or series of stock, 
a statement that the Corporation will furnish without charge to each 
stockholder who so requests the designations, preferences and relative, 
participating, optional or other special rights of each class of stock or 
series thereof and the qualifications, limitations or restrictions of such 
preferences and/or rights.

          Section 2.     Facsimile Signatures.  Any or all of the
signatures on a certificate may be a facsimile, engraved or printed.  In case 
any officer, transfer agent or registrar who has signed or whose facsimile 
signature has been placed upon a certificate shall have ceased to be such 
officer, transfer agent or registrar before such certificate is issued, it 
may be issued by the Corporation with the same effect as if such person was 
such officer, transfer agent or registrar at the date of issue.

          Section 3.     Lost Certificates.  The Board of Directors may
direct a new certificate or certificates to be issued in place of any 
certificate or certificates theretofore issued by the Corporation alleged to 
have been lost, stolen, or destroyed.  When authorizing such issue of a new 
certificate or certificates, the Board of Directors may, in its discretion 
and as a condition precedent to the issuance thereof, require the owner of 
such lost, stolen, or destroyed certificate or certificates, or the owner's 
legal representative, to give the Corporation a bond in such sum as it may 
direct sufficient to indemnify it against any claim that may be made against 
the Corporation on account of the alleged loss, theft or destruction of any 
such certificate or the issuance of such new certificate.


          Section 4.     Transfers of Stock.  Upon surrender to the
Corporation or the transfer agent of the Corporation of a certificate for 
shares duly endorsed or accompanied by proper evidence of succession, 
assignment or authority to transfer, it shall be the duty of the Corporation 
to issue a new certificate to the person entitled thereto, cancel the old 
certificate and record the transaction upon its records; provided, however, 
that the Corporation shall be entitled to recognize and enforce any lawful 
restriction on transfer.  Whenever any transfer of stock shall be made for 
collateral security, and not absolutely, it shall be so expressed in the 
entry 

                                          13
<PAGE>

of transfer if, when the certificates are presented to the Corporation for 
transfer, both the transferor and the transferee request the Corporation to 
do so.

          Section 5.     Transfer Agents and Registrars.  The Board of
Directors may appoint, or authorize any officer or officers to appoint, one 
or more transfer agents and one or more registrars.

          Section 6.     Regulations.  The Board of Directors may make such
additional rules and regulations, not inconsistent with these Amended and 
Restated By-Laws, as it may deem expedient concerning the issue, transfer and 
registration of certificates for shares of stock of the Corporation.

          Section 7.     Fixing the Record Date.  In order that the
Corporation may determine the stockholders entitled to notice of or to vote 
at any meeting of stockholders or any adjournment thereof, or to express 
consent to corporate action in writing without a meeting, or entitled to 
receive payment of any dividend or other distribution or allotment of any 
rights, or 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 of Directors may fix, in advance, a record date, which 
shall not be more than sixty nor less than ten days before the date of such 
meeting, nor more than sixty days prior to any other action.  A determination 
of stockholders of record entitled to notice of or to vote at a meeting of 
stockholders shall apply to any adjournment of the meeting; provided, 
however, that the Board of Directors may fix a new record date for the 
adjourned meeting.

          Section 8.     Registered Stockholders.  The Corporation shall be
entitled to recognize the exclusive right of a person registered on its 
records as the owner of shares of stock to receive dividends and to vote as 
such owner, and shall not be bound to recognize any equitable or other claim 
to or interest in such share or shares of stock on the part of any other 
person, whether or not it shall have express or other notice thereof, except 
as otherwise provided by law.

                                      ARTICLE VI


                      INDEMNIFICATION OF OFFICERS AND DIRECTORS

          Section 1.     General.  Each person who was or is made a party or is
threatened to be made a party to or is involved (including, without 
limitation, as a witness) in any threatened, pending or completed action, 
suit, arbitration, alternative dispute resolution mechanism, investigation, 
administrative hearing or any other proceeding, whether civil, criminal, 
administrative or investigative ("Proceeding") brought by reason of the fact 
that such person (the "Indemnitee") is 

                                          14
<PAGE>

or was a director or officer of the Corporation or is or was serving at the 
request of the Corporation as a director or officer of another corporation or 
of a partnership, joint venture, trust or other enterprise, including service 
with respect to an employee benefit plan, whether the basis of such 
Proceeding is alleged action in an official capacity as a director or officer 
or in any other capacity while serving as such a director or officer, shall 
be indemnified and held harmless by the Corporation to the full extent 
authorized by the General Corporation Law of Delaware, as the same exists or 
may hereafter be amended (but, in the case of any such amendment, only to the 
extent that such amendment permits the Corporation to provide broader 
indemnification rights than said law permitted the Corporation to provide 
prior to such amendment), or by other applicable law as then in effect, 
against all expenses, liabilities, losses and claims (including attorneys' 
fees, judgments, fines, excise taxes under the Employee Retirement Income 
Security Act of 1974, as amended from time to time, penalties and amounts to 
be paid in settlement) actually incurred or suffered by such Indemnitee in 
connection with such Proceeding (collectively, "Losses").

          Section 2.     Derivative Actions.  The Corporation shall indemnify
any person who was or is a party or is threatened to be made a party to or is
involved (including, without limitation, as a witness) in any Proceeding 
brought by or in the right of the Corporation to procure a judgment in its 
favor by reason of the fact that such person (also an "Indemnitee") is or was 
a director or officer of the Corporation, or is or was serving at the request 
of the Corporation as a director or officer of another corporation or of a 
partnership, joint venture, trust or other enterprise, including service with 
respect to an employee benefit plan, against Losses actually incurred or 
suffered by the Indemnitee in connection with the defense or settlement of 
such action or suit if the Indemnitee acted in good faith and in a manner the 
Indemnitee reasonably believed to be in or not opposed to the best interests 
of the Corporation, provided that no indemnification shall be made in respect 
of any claim, issue or matter as to which Delaware law expressly prohibits 
such indemnification by reason of an adjudication of liability of the 
Indemnitee unless and only to the extent that the Court of Chancery of the 
State of Delaware or the court in which such action or suit was brought shall 
determine upon application that, despite the adjudication of liability but in 
view of all the circumstances of the case, the Indemnitee is fairly and 
reasonably entitled to indemnity for such expenses which the Court of 
Chancery or such other court shall deem proper.

          Section 3.     Indemnification in Certain Cases.  Notwithstanding
any other provision of this Article VI, to the extent that an Indemnitee has 
been wholly successful on the merits or otherwise in any Proceeding referred 
to in Sections 1 or 2 of this Article VI on any claim, issue or matter 
therein, the 

                                          15
<PAGE>

Indemnitee shall be indemnified against Losses actually incurred or suffered 
by the Indemnitee in connection therewith.  If the Indemnitee is not wholly 
successful in such Proceeding but is successful, on the merits or otherwise, 
as to one or more but less than all claims, issues or matters in such 
Proceeding, the Corporation shall indemnify the Indemnitee, against Losses 
actually incurred or suffered by the Indemnitee in connection with each 
successfully resolved claim, issue or matter.  In any review or Proceeding to 
determine such extent of indemnification, the Corporation shall bear the 
burden of proving any lack of success and which amounts sought in indemnity 
are allocable to claims, issues or matters which were not successfully 
resolved.  For purposes of this Section 3 and without limitation, the 
termination of any such claim, issue or matter by dismissal with or without 
prejudice shall be deemed to be a successful resolution as to such claim, 
issue or matter.

          Section 4.     Procedure.  (a)  Any indemnification under Sections 1
and 2 of this Article VI (unless ordered by a court) shall be made by the 
Corporation only as authorized in the specific case upon a determination that 
indemnification of the Indemnitee is proper (except that the right of the 
Indemnitee to receive payments pursuant to Section 5 of this Article VI shall 
not be subject to this Section 4) in the circumstances because the Indemnitee 
has met the applicable standard of conduct. Such determination shall be made 
promptly, but in no event later than 60 days after receipt by the Corporation 
of the Indemnitee's written request for indemnification. The Secretary of the 
Corporation shall, promptly upon receipt of the Indemnitee's request for 
indemnification, advise the Board of Directors that the Indemnitee has made 
such request for indemnification.

          (b)  The entitlement of the Indemnitee to indemnification shall be 
determined in the specific case (1) by the Board of Directors by a majority 
vote of the directors who are not parties to such Proceeding, even though 
less than a quorum (the "Disinterested Directors"), or (2) if there are no 
Disinterested Directors, or if such Disinterested Directors so direct, by 
independent legal counsel, or (3) by the stockholders.

          (c)  In the event the determination of entitlement is to be made by 
independent legal counsel, such independent legal counsel shall be selected 
by the Board of Directors and approved by the Indemnitee.  Upon failure of 
the Board of Directors to so select such independent legal counsel or upon 
failure of the Indemnitee to so approve, such independent legal counsel shall 
be selected by the American Arbitration Association in New York, New York or 
such other person as such Association shall designate to make such selection.

                                          16
<PAGE>


          (d)  If the Board of Directors or independent legal counsel shall 
have determined that the Indemnitee is not entitled to indemnification to the 
full extent of the Indemnitee's request, the Indemnitee shall have the right 
to seek entitlement to indemnification in accordance with the procedures set 
forth in Section 6 of this Article VI.

          (e)  If the person or persons empowered pursuant to Section 4(b) of 
this Article VI to make a determination with respect to entitlement to 
indemnification shall have failed to make the requested determination within 
60 days after receipt by the Corporation of such request, the requisite 
determination of entitlement to indemnification shall be deemed to have been 
made and the Indemnitee shall be absolutely entitled to such indemnification, 
absent (i) misrepresentation by the Indemnitee of a material fact in the 
request for indemnification or (ii) a final judicial determination that all 
or any part of such indemnification is expressly prohibited by law.

          (f)  The termination of any proceeding by judgment, order, 
settlement or conviction, or upon a plea of nolo contendere or its 
equivalent, shall not, of itself, adversely affect the rights of the 
Indemnitee to indemnification hereunder except as may be specifically 
provided herein, or create a presumption that the Indemnitee did not act in 
good faith and in a manner which the Indemnitee reasonably believed to be in 
or not opposed to the best interests of the Corporation or create a 
presumption that (with respect to any criminal action or proceeding) the 
Indemnitee had reasonable cause to believe that the Indemnitee's conduct was 
unlawful.

          (g)  For purposes of any determination of good faith hereunder, the 
Indemnitee shall be deemed to have acted in good faith if the Indemnitee's 
action is based on the records or books of account of the Corporation or an 
affiliate, including financial statements, or on information supplied to the 
Indemnitee by the officers of the Corporation or an affiliate in the course 
of their duties, or on the advice of legal counsel for the Corporation or an 
affiliate or on information or records given or reports made to the 
Corporation or an affiliate by an independent certified public accountant or 
by an appraiser or other expert selected with reasonable care to the 
Corporation or an affiliate.  The Corporation shall have the burden of 
establishing the absence of good faith.  The provisions of this Section 4(g) 
of this Article VI shall not be deemed to be exclusive or to limit in any way 
the other circumstances in which the Indemnitee may be deemed to have met the 
applicable standard of conduct set forth in these Amended and Restated 
By-Laws.

                                          17
<PAGE>

          (h)  The knowledge and/or actions, or failure to act, of any other 
director, officer, agent or employee of the Corporation or an affiliate shall 
not be imputed to the Indemnitee for purposes of determining the right to 
indemnification under these Amended and Restated By-Laws.

          Section 5.     Advances for Expenses and Costs.  All expenses
(including attorneys' fees) incurred by or on behalf of the Indemnitee (or 
reasonably expected by the Indemnitee to be incurred by the Indemnitee within 
three months) in connection with any Proceeding shall be paid by the 
Corporation in advance of the final disposition of such Proceeding within 
twenty days after the receipt by the Corporation of a statement or statements 
from the Indemnitee requesting from time to time such advance or advances 
whether or not a determination to indemnify has been made under Section 4 of 
this Article VI.  The Indemnitee's entitlement to such advancement of 
expenses shall include those incurred in connection with any Proceeding by 
the Indemnitee seeking an adjudication or award in arbitration pursuant to 
these Amended and Restated By-Laws.  The financial ability of an Indemnitee 
to repay an advance shall not be a prerequisite to the making of such 
advance.  Such statement or statements shall reasonably evidence such 
expenses incurred (or reasonably expected to be incurred) by the Indemnitee 
in connection therewith and shall include or be accompanied by a written 
undertaking by or on behalf of the Indemnitee to repay such amount if it 
shall ultimately be determined that the Indemnitee is not entitled to be 
indemnified therefor pursuant to the terms of this Article VI.

          Section 6.     Remedies in Cases of Determination Not to Indemnify
or to Advance Expenses.  (a)  In the event that (i) a determination is made
that the Indemnitee is not entitled to indemnification hereunder, (ii) advances
are not made pursuant to Section 5 of this Article VI or (iii) payment has 
not been timely made following a determination of entitlement to 
indemnification pursuant to Section 4 of this Article VI, the Indemnitee 
shall be entitled to seek a final adjudication either through an arbitration 
proceeding or in an appropriate court of the State of Delaware or any other 
court of competent jurisdiction of the Indemnitee's entitlement to such 
indemnification or advance.

          (b)  In the event a determination has been made in accordance with 
the procedures set forth in Section 4 of this Article VI, in whole or in 
part, that the Indemnitee is not entitled to indemnification, any judicial 
proceeding or arbitration referred to in paragraph (a) of this Section 6 
shall be de novo and the Indemnitee shall not be prejudiced by reason of any 
such prior determination that the Indemnitee is not entitled to 
indemnification, and the Corporation shall bear the burdens of proof 
specified in Sections 3 and 4 of this Article VI in such proceeding.

                                          18
<PAGE>


          (c)  If a determination is made or deemed to have been made 
pursuant to the terms of Sections 4 or 6 of this Article VI that the 
Indemnitee is entitled to indemnification, the Corporation shall be bound by 
such determination in any judicial proceeding or arbitration in the absence 
of (i) a misrepresentation of a material fact by the Indemnitee or (ii) a 
final judicial determination that all or any part of such indemnification is 
expressly prohibited by law.

          (d)  To the extent deemed appropriate by the court, interest shall 
be paid by the Corporation to the Indemnitee at a reasonable interest rate 
for amounts which the Corporation indemnifies or is obliged to indemnify the 
Indemnitee for the period commencing with the date on which the Indemnitee 
requested indemnification (or reimbursement or advancement of expenses) and 
ending with the date on which such payment is made to the Indemnitee by the 
Corporation.

          Section 7.     Rights Non-Exclusive.  The indemnification and
advancement of expenses provided by, or granted pursuant to, the other 
Sections of this Article VI shall not be deemed exclusive of any other rights 
to which those seeking indemnification or advancement of expenses may be 
entitled under any law, by-law, agreement, vote of stockholders or 
disinterested directors or otherwise, both as to action in such person's 
official capacity and as to action in another capacity while holding such 
office.

          Section 8.     Insurance.  The Corporation shall have power to
purchase and maintain insurance on behalf of any person who is or was a 
director, officer, employee or agent of the Corporation, or is or was serving 
at the request of the Corporation as a director, officer, employee or agent 
of another corporation, partnership, joint venture, trust or other 
enterprise, including service with respect to an employee benefit plan, 
against any liability asserted against such person and incurred by such 
person in any such capacity, or arising out of such person's status as such, 
whether or not the Corporation would have the power to indemnify such person 
against such liability under the provisions of this Article VI.

          Section 9.     Definition of Corporation.  For purposes of this
Article VI, references to "the Corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent 
of a constituent) absorbed in a consolidation or merger which, if its 
separate existence had continued, would have had power and authority to 
indemnify its directors, officers, and employees or agents, so that any 
person who is or was a director, officer, employee or agent of such 
constituent corporation, or is or was serving at the request of such 
constituent corporation as a director, officer, employee or agent of another 
corporation, partnership, joint venture, trust or other enterprise, 

                                          19
<PAGE>

including service with respect to an employee benefit plan, shall stand in 
the same position under this Article VI with respect to the resulting or 
surviving corporation as such person would have with respect to such 
constituent corporation if its separate existence had continued.

          Section 10.    Other Definitions.  For purposes of this Article VI,
references to "fines" shall include any excise taxes assessed on a person 
with respect to any employee benefit plan; and references to "serving at the 
request of the Corporation" shall include any service as a director, officer, 
employee or agent of the corporation which imposes duties on, or involves 
services by, such director, officer, employee, or agent with respect to an 
employee benefit plan, its participants or beneficiaries; and a person who 
acted in good faith and in a manner such person reasonably believed to be in 
the interest of the participants and beneficiaries of an employee benefit 
plan shall be deemed to have acted in a manner "not opposed to the best 
interests of the Corporation" as referred to in this Article VI.

          Section 11.    Survival of Rights.  The indemnification and
advancement of expenses provided by, or granted pursuant to this Article VI 
shall, unless otherwise provided when authorized or ratified, continue as to 
a person who has ceased to be a director, officer, employee or agent and 
shall inure to the benefit of the heirs, executors and administrators of such 
a person.  No amendment, alteration, rescission or replacement of these 
Amended and Restated By-Laws or any provision hereof shall be effective as to 
an Indemnitee with respect to any action taken or omitted by such Indemnitee 
in Indemnitee's position with the Corporation or any other entity which the 
Indemnitee is or was serving at the request of the Corporation prior to such 
amendment, alteration, rescission or replacement.

          Section 12.    Indemnification of Employees and Agents of the 
Corporation.  The Corporation may, by action of the Board of Directors from 
time to time, grant rights to indemnification and advancement of expenses to 
employees and agents of the Corporation with the same scope and effect as the 
provisions of this Article VI with respect to the indemnification of 
directors and officers of the Corporation.

          Section 13.    Savings Clause .  If this Article VI or any portion 
hereof shall be invalidated on any ground by any court of competent 
jurisdiction, then the Corporation shall nevertheless indemnify each person 
entitled to indemnification under the first paragraph of this Article VI as 
to all losses actually and reasonably incurred or suffered by such person and 
for which indemnification is available to such person pursuant to this 
Article VI to the full extent permitted 

                                          20
<PAGE>

by any applicable portion of this Article VI that shall not have been 
invalidated and to the full extent permitted by applicable law.

                                     ARTICLE VII


                                  GENERAL PROVISIONS

          Section 1.     Dividends.  Subject to the provisions of statute and
the Certificate of Incorporation, dividends upon the shares of capital stock 
of the Corporation may be declared by the Board of Directors at any regular 
or special meeting.  Dividends may be paid in cash, in property or in shares 
of stock of the Corporation, unless otherwise provided by statute or the 
Certificate of Incorporation.

          Section 2.     Reserves.  Before payment of any dividend, there may
be set aside out of any funds of the Corporation available for dividends such 
sum or sums as the Board of Directors may, from time to time, in its absolute 
discretion, think proper as a reserve or reserves to meet contingencies, or 
for equalizing dividends, or for repairing or maintaining any property of the 
Corporation or for such other purpose as the Board of Directors may think 
conducive to the interests of the Corporation.  The Board of Directors may 
modify or abolish any such reserve in the manner in which it was created.

          Section 3.     Seal.  The seal of the Corporation shall be in such
form as shall be approved by the Board of Directors.

          Section 4.     Fiscal Year.  The fiscal year of the Corporation
shall be fixed, and once fixed, may thereafter be changed, by resolution of 
the Board of Directors.

          Section 5.     Checks, Notes, Drafts, Etc.  All checks, notes,
drafts or other orders for the payment of money of the Corporation shall be 
signed, endorsed or accepted in the name of the Corporation by such officer, 
officers, person or persons as from time to time may be designated by the 
Board of Directors or by an officer or officers authorized by the Board of 
Directors to make such designation.

          Section 6.     Execution of Contracts, Deeds, Etc.  The Board of
Directors may authorize any officer or officers, agent or agents, in the name 
and on behalf of the Corporation to enter into or execute and deliver any and 
all deeds, bonds, mortgages, contracts and other obligations or instruments, 
and such authority may be general or confined to specific instances.

                                          21
<PAGE>

          Section 7.     Voting of Stock in Other Corporations.  Unless
otherwise provided by resolution of the Board of Directors, the Chairman of 
the Board or the President, from time to time, may (or may appoint one or 
more attorneys or agents to) cast the votes which the Corporation may be 
entitled to cast as a shareholder or otherwise in any other corporation, any 
of whose shares or securities may be held by the Corporation, at meetings of 
the holders of the shares or other securities of such other corporation.  In 
the event one or more attorneys or agents are appointed, the Chairman of the 
Board or the President may instruct the person or persons so appointed as to 
the manner of casting such votes or giving such consent. The Chairman of the 
Board or the President may, or may instruct the attorneys or agents appointed 
to, execute or cause to be executed in the name and on behalf of the 
Corporation and under its seal or otherwise, such written proxies, consents, 
waivers or other instruments as may be necessary or proper in the 
circumstances.

                                     ARTICLE VIII


                                      AMENDMENTS

          These Amended and Restated By-Laws may be repealed, altered, 
amended or rescinded in whole or in part, or new By-Laws may be adopted by 
either the affirmative vote of the holders of at least a majority of the 
voting power of all of the issued and outstanding shares of capital stock of 
the Corporation entitled to vote thereon or by the Board of Directors.


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