AMENDED ANDRESTATED CERTIFICATE OF INCORPORATIONOF GLOBECOMM SYSTEMSINC.

(as amended through February 2005, togetherwith the Certificate of Designation filed with the DelawareSecretary of State on December 7, 1998)

(Pursuantto Sections 228, 242 and 245 of theGeneral Corporation Law of theState of Delaware)

Globecomm Systems Inc., a corporationorganized and existing under the General Corporation Law of the Stateof Delaware (the "General CorporationLaw"),

DOES HEREBY CERTIFY:

FIRST:  That the name of this corporation is Globecomm SystemsInc., and that this corporation was originally incorporated in Delawareunder the name Worldcomm Systems Inc., on August 17, 1994, pursuant tothe General Corporation Law.

SECOND:  That the Board ofDirectors duly adopted resolutions proposing to amend and restate theCertificate of Incorporation of this corporation, declaring saidamendment and restatement to be advisable and in the best interests ofthis corporation and its stockholders, and authorizing the appropriateofficers of this corporation to solicit the consent of the stockholderstherefore, which resolution setting forth the proposed amendment andrestatement is as follows:

"RESOLVED, that theCertificate of Incorporation of this corporation be amended andrestated in its entirety as follows:

ARTICLE I.

The name of this corporation is Globecomm Systems Inc.

ARTICLE II.

The address of the registered office ofthis corporation in the State of Delaware is 1209 Orange Street, in theCity of Wilmington, County of New Castle. The name of its registeredagent at such address is The Corporation Trust Company.

ARTICLE III.

The purpose of this corporation is toengage in any lawful act or activity for which a corporation may beorganized under the General Corporation Law.

ARTICLEIV.

A.    This corporation is authorized to issue twoclasses of stock to be designated, respectively, "CommonStock" and "Preferred Stock."The total number of shares which this corporation is authorized toissue is 53,000,000 shares. 50,000,000 shares, par value $.001 pershare, shall be Common Stock and 3,000,000 shares, par value $.001 pershare, shall be Preferred Stock.

B.    The number ofauthorized shares of Common Stock may be increased or decreased (butnot below the number of shares thereof then outstanding) by theaffirmative vote of the holders of a majority of the stock of thiscorporation entitled to vote, irrespective of the provisions of Section242(b)(2) of the General Corporation Law of Delaware.

ARTICLE V.

A.    Common Stock.

(a)    General.    All shares of Common Stockwill be identical and will entitle the holders thereof to the samerights, powers and privileges. The rights, powers and privileges of theholders of the Common Stock are subject to and qualified by the rightsof holders of the Preferred Stock.

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(b)    Dividends.    Dividendsmay be declared and paid on the Common Stock from funds lawfullyavailable therefor as and when determined by the Board of Directors andsubject to any preferential dividend rights of any then outstandingPreferred Stock.

(c)    Dissolution, Liquidationor Winding Up.    In the event of any dissolution, liquidationor winding up of the affairs of this corporation, whether voluntary orinvoluntary, each issued and outstanding share of Common Stock shallentitle the holder thereof to receive an equal portion of the netassets of this corporation available for distribution to the holders ofCommon Stock, subject to any preferential rights of any thenoutstanding Preferred Stock.

(d)    VotingRights.    Except as otherwise required by law or this Amendedand Restated Certificate of Incorporation, each holder of Common Stockshall have one vote in respect of each share of stock held of record bysuch holder on the books of this corporation for the election ofdirectors and on all matters submitted to a vote of stockholders ofthis corporation. Except as otherwise required by law or providedherein, holders of Common Stock shall vote together with holders ofCommon Stock as a single class, subject to any special or preferentialvoting rights of any then outstanding Preferred Stock. There shall beno cumulative voting.

(e)    Redemption.    The Common Stock is notredeemable.

(f)    Stock Split.    Upon theeffectiveness of this Amended and Restated Certificate ofIncorporation, each outstanding share of Common Stock, par value $.01per share, shall be changed into 2.85 shares of Common Stock, par value$.001. Each holder of record of a certificate for one or more shares ofCommon Stock of the corporation as of the close of business on the datethis Amended and Restated Certificate of Incorporation becomeseffective shall be entitled to receive as soon as practicable, andwithout surrender of such certificate, a certificate or certificatesrepresenting 1.85 additional shares of Common Stock, par value $.001,for each one share of Common Stock represented by the certificate ofsuch holder.

B.    Preferred Stock.    The Board ofDirectors is authorized, subject to limitations prescribed by law andthe provisions of ARTICLE IV, to provide for the issuance of the sharesof Preferred Stock in series, and by filing a certificate pursuant tothe applicable law of the State of Delaware, to establish from time totime the number of shares to be included in each such series, and tofix the designation, powers, preferences, and rights of the shares ofeach such series and the qualifications, limitations or restrictionsthereof. The authority of the Board with respect to each series shallinclude, but not be limited to, determination of the following:

(a)    The number of shares constituting that series andthe distinctive designation of that series;

(b)    Thedividend rate on the shares of that series, whether dividends shall becumulative, and, if so, from which date or dates, and the relativerights of priority, if any, of payment of dividends on shares of thatseries;

(c)    Whether that series shall have votingrights, in addition to the voting rights provided by law, and, if so,the terms of such voting rights;

(d)    Whether thatseries shall have conversion privileges, and, if so, the terms andconditions of such conversion, including provision for adjustment ofthe conversion rate in such events as the Board of Directors shalldetermine;

(e)    Whether or not the shares of thatseries shall be redeemable, and, if so, the terms and conditions ofsuch redemption, including the date or dates upon or after which theyshall be redeemable, and the amount per share payable in case ofredemption, which amount may vary under different conditions and atdifferent redemption dates;

(f)    Whether that seriesshall have a sinking fund for the redemption or purchase of shares ofthat series, and, if so, the terms and amount of such sinking fund;

(g)    The rights of the shares of that series in theevent of voluntary or involuntary liquidation, dissolution or windingup of this corporation, and the relative rights or priority, if any, ofpayment of shares of that series; and

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(h)    Any other relative rights,preferences and limitations of that series.

Dividends onoutstanding shares of Preferred Stock shall be paid or declared and setapart for payment before any dividends shall be paid or declared andset apart for payment on the Common Stock with respect to the samedividend period.

If upon any voluntary or involuntaryliquidation, dissolution or winding up of this corporation, the assetsavailable for distribution to holders of shares of Preferred Stock ofall series shall be insufficient to pay such holders the fullpreferential amount to which they are entitled, then such assets shallbe distributed ratably among the shares of all series of PreferredStock in accordance with the respective preferential amounts (includingunpaid cumulative dividends, if any) payable with respect thereto.

C.    This Amended and Restated Certificate of Incorporation isbeing filed in connection with this corporation's initial publicoffering of its securities. Upon the closing of such initial publicoffering, each share of Class A Preferred Stock, and each share ofClass B Preferred Stock, previously outstanding, will be automaticallyconverted, pursuant to the terms of the respective Certificates ofDesignation with respect to such classes, into 2.85 shares of CommonStock, par value $.001. Following such conversion, each certificateevidencing shares of either of such classes shall be deemed to evidencethe same number of shares of Common Stock, par value $.001, and eachholder of record of a certificate for one or more shares of such classshall be entitled to receive as soon as practicable, and withoutsurrender of such certificate, a certificate or certificatesrepresenting 1.85 additional shares of Common Stock, par value $.001for each one share of Preferred Stock of such class representative bythe certificate of such holder.

ARTICLE VI.

Infurtherance of and not in limitation of powers conferred by statute, itis further provided:

1.        Election of directors neednot be by written ballot.

2.        The Board of Directorsis expressly authorized to adopt, amend or repeal the Bylaws of thiscorporation.

ARTICLE VII.

Whenever a compromiseor arrangement is proposed between this corporation and its creditorsor any class of them and/or between this corporation and itsstockholders or any class of them, any court of equitable jurisdictionwithin the State of Delaware may, on the application in a summary wayof this corporation or of any creditor or stockholder thereof, or onthe application of any receiver or receivers appointed for thiscorporation under the provisions of section 291 of Title 8 of theDelaware Code or on the application of trustees in dissolution or ofany receiver or receivers appointed for this corporation under theprovisions of section 279 of Title 8 of the Delaware Code order ameeting of the creditors or class of creditors, and/or of thestockholders or class of stockholders of this corporation, as the casemay be, to be summoned in such manner as the said court directs. If amajority in number representing three-fourths in value of the creditorsor class of creditors, and/or of the stockholders or class ofstockholders of this corporation, as the case may be, agree to anycompromise or arrangement and to any reorganization of this corporationas consequence of such compromise or arrangement, the said compromiseor arrangement and the said reorganization shall, if sanctioned by thecourt to which the said application has been made, be binding on allthe creditors or class of creditors, and/or on all the stockholders orclass of stockholders, of this corporation, as the case may be, andalso on this corporation.

ARTICLE VIII.

Adirector of this corporation shall not be personally liable to thiscorporation or its stockholders for monetary damages for breach offiduciary duty as a director, except for liability (i) for any breachof the director's duty of loyalty to this corporation or itsstockholders, (ii) for acts or omissions not in 

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good faith or which involve intentionalmisconduct or a knowing violation of law, (iii) under Section 174 ofthe General Corporation Law, or (iv) for any transaction from which thedirector derived any improper personal benefit. If the GeneralCorporation Law is amended after approval by the stockholders of thisArticle to authorize corporate action further eliminating or limitingthe personal liability of directors, then the liability of a directorof this corporation shall be eliminated or limited to the fullestextent permitted by the General Corporation Law of the State ofDelaware, as so amended.

Any repeal or modification of theforegoing paragraph by the stockholders of this corporation shall notadversely affect any right or protection of a director of thiscorporation existing at the time of such repeal or modification.

ARTICLE IX.

This corporation shall, to the fullestextent permitted by Section 145 of the General Corporation Law ofDelaware, as amended from time to time, indemnify each person who wasor is a party or is threatened to be made a party to any threatened,pending or completed action, suit or proceeding, whether civil,criminal, administrative or investigative, by reason of the fact thathe is or was, or has agreed to become, a director or officer of thiscorporation, or is or was serving, or has agreed to serve, at therequest of this corporation, as a director, officer or trustee of, orin a similar capacity with, another corporation, partnership, jointventure, trust or other enterprise (including any employee benefitplan), or by reason of any action alleged to have been taken or omittedin such capacity, against all expenses (including attorneys'fees), judgments, fines and amounts paid in settlement actually andreasonably incurred by him or on his behalf in connection with suchaction, suit or proceeding and any appeal therefrom.

Indemnification may include payment by this corporation of expensesin defending an action or proceeding in advance of the finaldisposition of such action or proceeding upon receipt of an undertakingby the person indemnified to repay such payment if it is ultimatelydetermined that such person is not entitled to indemnification underthis Article, which undertaking may be accepted without reference tothe financial ability of such person to make such repayment.

This corporation shall not indemnify any such person seekingindemnification in connection with a proceeding (or part thereof)initiated by such person unless the initiation thereof was approved bythe Board of Directors of this corporation.

The indemnificationrights provided in this Article (i) shall not be deemed exclusive ofany other rights to which those indemnified may be entitled under anylaw, agreement or vote of stockholders or disinterested directors orotherwise, and (ii) shall inure to the benefit of the heirs, executorsand administrators of such persons. This corporation may, to the extentauthorized from time to time by its Board of Directors, grantindemnification rights to other employees or agents of this corporationor other persons serving this corporation and such rights may beequivalent to, or greater or less than, those set forth in thisArticle.

ARTICLE X.

This corporation reservesthe right to amend, alter, change or repeal any provision contained inthis Amended and Restated Certificate of Incorporation, in the mannernow or hereafter prescribed by statute and this Amended and RestatedCertificate of Incorporation, and all rights conferred uponstockholders herein are granted subject to this reservation.

ARTICLE XI.

The number of directors of thiscorporation shall be fixed from time to time by a bylaw or amendmentthereof duly adopted by the Board of Directors or by thestockholders.

ARTICLE XII.

Meetings ofstockholders may be held within or without the State of Delaware, asthe Bylaws of this corporation may provide. The books of thiscorporation may be kept (subject to any provision 

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contained in the statutes) outside the Stateof Delaware at such place or places as may be designated from time totime by the Board of Directors or in the Bylaws of thiscorporation.

The Stockholders of this corporation may not takeany action by written consent in lieu of a meeting."

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THIRD:  The foregoing amendment wasapproved by the holders of the requisite number of shares of saidcorporation in accordance with Section 228 of the General CorporationLaw.

FOURTH:  That said amendments were duly adopted inaccordance with the provisions of Section 242 and 245 of the GeneralCorporation Law.

IN WITNESS WHEREOF, this Amended and RestatedCertificate of Incorporation has been signed by the Chief FinancialOfficer of this corporation this 5th day of August, 1997.

|  | /s/ Andrew C.Melfi                 Andrew C. MelfiChiefFinancial Officer |
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CERTIFICATEOF DESIGNATION

of

SERIES A JUNIORPARTICIPATING PREFERRED STOCK

of

GLOBECOMMSYSTEMS INC.

(Pursuant to Section 151 of the

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Globecomm SystemsInc., a corporation organized and existing under the GeneralCorporation Law of the State of Delaware (hereinafter called the"Corporation"), hereby certifies that thefollowing resolution was adopted by the Board of Directors of theCorporation as required by Section 151 of the General Corporation Lawat a meeting duly called and held on December 3, 1998;

RESOLVED, that pursuant to the authority granted to andvested in the Board of Directors of the Corporation (hereinafter calledthe "Board of Directors" or the"Board") in accordance with the provisions ofthe Certificate of Incorporation, as amended, the Board of Directorshereby creates a series of Preferred Stock, par value $.001 per share(the "Preferred Stock"), of the Corporationand hereby states the designation and number of shares, and fixes therelative rights, preferences, and limitations thereof as follows:

Series A Junior Participating Preferred Stock:

Section 1. Designation and Amount. The shares ofsuch series shall be designated as "Series A JuniorParticipating Preferred Stock" (the "Series APreferred Stock") and the number of shares constitutingthe Series A Preferred Stock shall be Three Hundred Thousand (300,000).Such number of shares may be increased or decreased by resolution ofthe Board of Directors; provided, that no decrease shallreduce the number of shares of Series A Preferred Stock to a numberless than the number of shares then outstanding plus the number ofshares reserved for issuance upon the exercise of outstanding options,rights or warrants or upon the conversion of any outstanding securitiesissued by the Corporation convertible into Series A PreferredStock.

Section 2. Dividends andDistributions.

(A)    Subject to therights of the holders of any shares of any series of Preferred Stock(or any similar stock) ranking prior and superior to the Series APreferred Stock with respect to dividends, each holder of a share ofSeries A Preferred Stock, in preference to the holders of shares ofCommon Stock, par value $.001 per share (the "CommonStock"), of the Corporation, and of any other juniorstock, shall be entitled to receive, when declared by the Board ofDirectors out of funds legally available for the purpose, quarterlydividends payable in cash on the last day of March, June, September andDecember 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 firstissuance of a share or fraction of a share Series A Preferred Stock, inan amount per share (rounded to the nearest cent) equal to, subject tothe provision for adjustment hereinafter set forth, One Thousand(1,000) times the aggregate per share amount of all cash dividends, andOne Thousand (1,000) times the aggregate per share amount (payable inkind) of all non-cash dividends or other distributions, other than adividend payable in shares of Common Stock or a subdivision of theoutstanding shares of Common Stock (by reclassification or otherwise),declared on the Common Stock since the immediately preceding

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Quarterly Dividend Payment Date or, withrespect to the first Quarterly Dividend Payment Date, since the firstissuance of a share or fraction of Series A Preferred Stock. In theevent the Corporation shall at any time declare or pay any dividend onthe Common Stock payable in shares of Common Stock, or effect asubdivision or combination or consolidation of the outstanding sharesof Common Stock (by reclassification or otherwise than by payment of adividend in shares of Common Stock) into a greater or lesser number ofshares of Common Stock, then in each such case the amount to whichholders of shares of Series A Preferred Stock were entitled immediatelyprior to such event under the preceding sentence shall be adjusted bymultiplying such amount by a fraction, the numerator of which is thenumber of shares of Common Stock outstanding immediately after suchevent and the denominator of which is the number of shares of CommonStock that were outstanding immediately prior to such event.

(B)    The Corporation shall declare a dividend ordistribution on the shares of Series A Preferred Stock as provided inparagraph (A) of this Section immediately after it declares a dividendor distribution on the Common Stock (other than a dividend payable inshares of Common Stock); provided, however, that, in the event nodividend or distribution shall have been declared on the Common Stockduring the period between any Quarterly Distribution Date and the nextsubsequent Quarterly Dividend Payment Date, a dividend of $1.00 pershare of Series A Preferred Stock shall nevertheless be payable on suchsubsequent Quarterly Dividend Payment Date.

(C)    Dividends shall begin to accrue and becumulative on each outstanding share of Series A Preferred Stock fromthe Quarterly Dividend Payment Date next preceding the date of issue ofsuch share of Series A Preferred Stock, unless the date of issue ofsuch share is prior to the record date for the first Quarterly DividendPayment Date, in which case dividends on such share shall begin toaccrue from the date of issue of such share, or unless the date ofissue is a Quarterly Dividend Payment Date or is a date after therecord date for the determination of holders of shares of Series APreferred Stock entitled to receive a quarterly dividend and beforesuch Quarterly Dividend Payment Date, in either of which events suchdividends shall begin to accrue and be cumulative from such QuarterlyDividend Payment Date. Accrued but unpaid dividends shall not bearinterest. Dividends paid on the shares of Series A Preferred Stock inan amount less than the total amount of such dividends at the timeaccrued and payable on such shares shall be allocated pro rata on ashare-by-share basis among all such shares at the time outstanding. TheBoard of Directors may fix a record date for the determination ofholders of shares of Series A Preferred Stock entitled to receivepayment of a dividend or distribution declared thereon, which recorddate shall be not more than 60 days prior to the date fixed for thepayment thereof.

Section 3. Voting Rights. Theholders of shares of Series A Preferred Stock shall have the followingvoting rights:

(A)    Subject to the provisionfor adjustment hereinafter set forth, each share of Series A PreferredStock shall entitle the holder thereof to One Thousand (1,000) votes onall matters submitted to a vote of the stockholders of the Corporation.In the event the Corporation shall at any time declare or pay anydividend on the Common Stock payable in shares of Common Stock, oreffect a subdivision or combination or consolidation of the outstandingshares of Common Stock (by reclassification or otherwise than bypayment of a dividend in shares of Common Stock) into a greater orlesser number of shares of Common Stock, then in each such case thenumber of votes per share to which holders of shares of Series APreferred Stock were entitled immediately prior to such event shall beadjusted by multiplying such number by a fraction, the numerator ofwhich is the number of shares of Common Stock outstanding immediatelyafter such event and the denominator of which is the number of sharesof Common Stock that were outstanding immediately prior to suchevent.

(B)    Except as otherwise providedherein, in any other Certificate of Designations creating a series ofPreferred Stock or any similar stock, or by law, the holders of sharesof Series A Preferred Stock and the holders of shares of Common Stockand any other capital stock of the 

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Corporation having general voting rights shallvote together as one class on all matters submitted to a vote ofstockholders of the Corporation.

(C)    Exceptas set forth herein, or as otherwise provided by law, holders of SeriesA Preferred Stock shall have no special voting rights and their consentshall not be required (except to the extent they are entitled to votewith holders of Common Stock as set forth herein) for taking anycorporate action.

Section 4. CertainRestrictions.

(A)    Whenever quarterlydividends or other dividends or distributions payable on the Series APreferred Stock as provided in Section 2 are in arrears, thereafter anduntil all accrued and unpaid dividends and distributions, whether ornot declared, on shares of Series A Preferred Stock outstanding shallhave been paid in full, the Corporation shall not:

(i)    declare or pay dividends, or make any otherdistributions, on any shares of stock ranking junior (either as todividends or upon liquidation, dissolution or winding up) to the SeriesA Preferred Stock;

(ii)    declare or paydividends, or make any other distributions, on any shares of stockranking on a parity (either as to dividends or upon liquidation,dissolution or winding up) with the Series A Preferred Stock, exceptdividends paid ratably on the shares of Series A Preferred Stock andall such parity stock on which dividends are payable or in arrears inproportion to the total amounts to which the holders of all such sharesare then entitled;

(iii)    redeem or purchaseor otherwise acquire for consideration shares of any stock rankingjunior (either as to dividends or upon liquidation, dissolution orwinding up) to the Series A Preferred Stock, provided that theCorporation may at any time redeem, purchase or otherwise acquireshares of any such junior stock in exchange for shares of any stock ofthe Corporation ranking junior (either as to dividends or upondissolution, liquidation or winding up) to the Series A PreferredStock; or

(iv)    redeem or purchase orotherwise acquire for consideration any shares of Series A PreferredStock, or any shares of stock ranking on a parity with the Series APreferred Stock, except in accordance with a purchase offer made inwriting or by publication (as determined by the Board of Directors) toall holders of such shares upon such terms as the Board of Directors,after consideration of the respective annual dividend rates and otherrelative rights and preferences of the respective series and classes,shall determine in good faith will result in fair and equitabletreatment among the respective series or classes.

(B)    The Corporation shall not permit anysubsidiary of the Corporation to purchase or otherwise acquire forconsideration any shares of stock of the Corporation unless theCorporation could, under paragraph (A) of this Section 4, purchase orotherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares. Any shares of SeriesA Preferred Stock purchased or otherwise acquired by the Corporation inany manner whatsoever shall be retired and cancelled promptly after theacquisition thereof. All such shares shall upon their cancellationbecome authorized but unissued shares of Preferred Stock and may bereissued as part of a new series of Preferred Stock subject to theconditions and restrictions on issuance set forth herein, in theCertificate of Incorporation, or in any other Certificate ofDesignations creating a series of Preferred Stock or any similar stockor as otherwise required by law.

Section 6.Liquidation, Dissolution or Winding Up.

(A)    Upon any liquidation, dissolution orwinding up of the Corporation, no distribution shall be made (1) to theholders of shares of stock ranking junior (either as to dividends orupon liquidation, dissolution or winding up) to the Series A PreferredStock unless, prior thereto, the holders of shares of Series APreferred Stock shall have received One Thousand Dollars ($1,000) pershare, plus an amount equal to accrued and unpaid dividends anddistributions thereon, 

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whether or not declared, to the date of suchpayment (the "Series A LiquidationPreference"), provided that the holders of shares ofSeries A Preferred Stock shall be entitled to receive an aggregateamount per share, subject to the provision for adjustment hereinafterset forth, equal to 1,000 times the aggregate amount to be distributedper share to holders of shares of Common Stock (the"Common Adjustment"), or (2) to the holdersof shares of stock ranking on a parity (either as to dividends or uponliquidation, dissolution or winding up) with the Series A PreferredStock, except distributions made ratably on the Series A PreferredStock and all such parity stock in proportion to the total amounts towhich the holders of all such shares are entitled upon suchliquidation, dissolution or winding up. In the event the Corporationshall at any time declare or pay any dividend on the Common Stockpayable in shares of Common Stock, or effect a subdivision orcombination or consolidation of the outstanding shares of Common Stock(by reclassification or otherwise than by payment of a dividend inshares of Common Stock) into a greater or lesser number of shares ofCommon Stock, then in each such case the aggregate amount to whichholders of shares of Series A Preferred Stock were entitled immediatelyprior to such event under the proviso in clause (1) of the precedingsentence shall be adjusted by multiplying such amount by a fraction thenumerator of which is the number of shares of Common Stock outstandingimmediately after such event and the denominator of which is the numberof shares of Common Stock that were outstanding immediately prior tosuch event (the "Adjustment Number").

(B)    In the event, however, that there are notsufficient assets available to permit payment in full of the Series ALiquidation Preference and the liquidation preferences of all otherseries of Preferred Stock, if any, which rank on a parity with theSeries A Preferred Stock, then such remaining assets shall bedistributed ratably to the holders of such parity shares in proportionto their respective liquidation preferences. In the event, however,that there are not sufficient assets available to permit payment infull of the Common Adjustment, then such remaining assets shall bedistributed ratably to the holders of Common Stock.

(C)    In the event the Corporation shall at anytime after the Rights Dividend Declaration Date (as defined in theCorporaiton's Rights Agreement dated December 3, 1998) (i)declare any dividend on Common Stock payable in shares of Common Stock,(ii) subdivide the outstanding Common Stock, or (iii) combine theoutstanding Common Stock into a smaller number of shares, then in eachsuch case the Adjustment Number in effect immediately prior to suchevent shall be adjusted by multiplying such Adjustment Number by afraction the numerator of which is the number of shares of Common Stockoutstanding immediately after such event and the denominator of whichis the number of shares of Common Stock that were outstandingimmediately prior to such event.

Section 7.Consolidation, Merger, etc. In case the Corporation shallenter into any consolidation, merger, combination or other transactionin which the shares of Common Stock are exchanged for or changed intoother stock or securities, cash and/or any other property, then in anysuch case each share of Series A Preferred Stock shall at the same timebe similarly exchanged or changed into an amount per share, subject tothe provision for adjustment hereinafter set forth, equal to OneThousand (1,000) times the aggregate amount of stock, securities, cashand/or any other property (payable in kind), as the case may be, intowhich or for which each share of Common Stock is changed or exchanged.In the event the Corporation shall at any time declare or pay anydividend on the Common Stock payable in shares of Common Stock, oreffect a subdivision or combination or consolidation of the outstandingshares of Common Stock (by reclassification or otherwise than bypayment of a dividend in shares of Common Stock) into a greater orlesser number of shares of Common Stock, then in each such case theamount set forth in the preceding sentence with respect to the exchangeor change of shares of Series A Preferred Stock shall be adjusted bymultiplying such amount by a fraction, the numerator of which is thenumber of shares of Common Stock outstanding immediately after suchevent and the denominator of which is the number of shares of CommonStock that were outstanding immediately prior to such event.

Section 8. No Redemption. The shares of Series APreferred Stock shall not be redeemable.

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Section 9. Rank. TheSeries A Preferred Stock shall rank, with respect to the payment ofdividends and the distribution of assets, junior to all series of anyother class of the Corporation's Preferred Stock.

Section 10. Amendment. The Amended and RestatedCertificate of Incorporation of the Corporation shall not be amended inany manner which would materially alter or change the powers,preferences or special rights of the Series A Preferred Stock so as toaffect them adversely without the affirmative vote of the holders of atleast a majority of the outstanding shares of Series A Preferred Stock,voting together as a single class.

IN WITNESS WHEREOF,this Certificate of Designation is executed on behalf of theCorporation by its Chief Executive Officer and its corporate sealattested by its President this 3rd day of December, 1998.

|  | /s/ David E. HershbergName: David E.HershbergTitle: Chief Executive and Chairman |
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Attest:

/s/ Andrew C.Melfi Name: Andrew C. MelfiTitle: V.P. and ChiefFinancial Officer

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