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                               GETTY IMAGES, INC.

                           CERTIFICATE OF DESIGNATIONS

                     SERIES B SPECIAL VOTING PREFERRED STOCK

        GETTY IMAGES, INC. , a corporation organized and existing under the
General Corporation Law of the State of Delaware, does hereby certify:

        THAT, pursuant to authority conferred upon the Board of Directors by the
Amended and Restated Certificate of Incorporation of the Corporation and,
pursuant to the provisions of Section 151(g) of the General Corporation Law of
the State of Delaware, said Board of Directors, at a special meeting of the
Board of Directors held on August 3, 1999, adopted a resolution providing for
the issuance of a series of special voting preferred stock, which resolution is
set forth below:

        RESOLVED that there is hereby created a series of one share of preferred
stock, $.01 par value per share, having the powers, preferences and relative
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, set forth below, in addition to those specified in this
Corporation's Amended and Restated Certificate of Incorporation (the following,
referred to hereinafter as "this resolution" or "this Certificate of
Designations," is to be filed as part of the Certificate Designations under
Section 151(g) of the General Corporation Law of the State of Delaware):


        1.      Designation. There shall be a series of Preferred Stock, the
                designation of which shall be "Series B Special Voting Preferred
                Stock" (hereinafter referred to as the "Series B Special Voting
                Preferred Stock") and the number of authorized shares
                constituting the Series B Special Voting Preferred Stock shall
                be one.

        2.      Voting Rights. In respect of all matters concerning the voting
                of shares, except as otherwise required by law, the Series B
                Special Voting Preferred Stock shall vote together with the
                Common Stock of the Corporation as a single class and such
                voting rights shall be identical to those of the Common Stock in
                all respects. The holder of


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                record of the share of Series B Special Voting Preferred Stock
                shall have a number of votes equal to the aggregate number of
                shares of Common Stock of the Corporation issuable upon exchange
                of the exchangeable non-voting shares ("Exchangeable Shares") of
                Getty Images NS ("NSCO") outstanding from time to time on the
                record date for determining stockholders entitled to vote and
                which are not owned by the Corporation, any of its subsidiaries
                or any person (other than a natural person) directly or
                indirectly controlled by or under common control of the
                Corporation, in all matters submitted to a vote of the
                stockholders of the Corporation. For the purposes hereof,
                "control" (including the correlative meanings, the terms
                "controlled by" and "under common control of") as applied to any
                person, means the possession, directly or indirectly, of the
                power to direct or cause the direction of the management and
                policies of that person through the ownership of voting
                securities, by contract or otherwise.

        3.      Liquidation. In the event of any liquidation, dissolution or
                winding up of the Corporation, the holder of the Series B
                Special Voting Preferred Stock shall not be entitled to receive
                any assets of the Corporation available for distribution to its
                stockholders.

        4.      Dividends. The holder of the Series B Special Voting Preferred
                Stock shall not be entitled to the payment of dividends, whether
                payable in cash, property or in shares of capital stock.

        5.      Certain Contractual Rights. Pursuant to the terms of that
                certain Combination Agreement, dated as of August 4, 1999, by
                and among the Corporation, NSCO, EyeWire Partners, Inc.
                ("EyeWire") and the stockholders of EyeWire, one share of Series
                B Special Voting Preferred Stock is being issued to the trustee
                (the "Trustee") under the Voting and Exchange Trust Agreement,
                dated as of August 4, 1999, by and among the Corporation, NSCO,
                the stockholders of NSCO and the Trustee. Section 3.6 of such
                Voting and Exchange Trust Agreement provides for notification to
                the Trustee as holder of the Series B Special Voting Preferred
                Stock of the total number of Exchangeable Shares outstanding
                from time to time that are not owned by the Corporation, any of
                its subsidiaries or any person directly or indirectly controlled
                by or under common control of the Corporation. At such time as
                the Series B Special Voting Preferred Stock has no votes
                attached to it because there are no Exchangeable Shares
                outstanding that are not owned by the Corporation, any of its
                subsidiaries or any person directly or indirectly controlled by
                or under common control of the Corporation, and there are no
                shares of stock, debt, options or other agreements of EyeWire
                that could give rise to the issuance of any Exchangeable Shares
                to any person (other than the Corporation, any of its
                subsidiaries or any person directly or indirectly


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                controlled by or under common control of the Corporation), the
                Series B Special Voting Preferred Stock may be redeemed by
                resolution of the Board of Directors for $1.00 per share.

        IN WITNESS WHEREOF, GETTY IMAGES has caused this certificate to be
signed by Nick Evans-Lombe, its Senior Vice President and attested by
Suzanne L. Page, its General Counsel and Assistant Secretary this 3rd day of
August, 1999.

                                  GETTY IMAGES



                                  By: /s/ Nicholas Evans-Lombe
                                      ---------------------------------------
                                      Name:  Nicholas Evans-Lombe
                                      Title: Senior Vice President, Strategy
                                             and Corporate Development

ATTEST:


By: /s/ Suzanne L. Page
    -----------------------------
    Name:  Suzanne L. Page
    Title: General Counsel and
           Assistant Secretary