<PAGE>
                          AMENDED AND RESTATED BY-LAWS
                                       OF
                            MIPS TECHNOLOGIES, INC.
                                   ARTICLE I
                                    OFFICES
 
    The registered office of the Corporation shall be in the City of Wilmington,
County of New Castle, State of Delaware. The Corporation may also have one or
more offices at such other places, either inside or outside of the State of
Delaware, as the Board of Directors may from time to time determine or as the
business of the Corporation may require. The books and records of the
Corporation may be kept (subject to the provisions of the laws of the State of
Delaware) at any place, either inside or outside of the State of Delaware, as
from time to time may be determined by the Board of Directors.
 
                                   ARTICLE II
                                  STOCKHOLDERS
 
    Section 1.  PLACE OF MEETINGS.  Meetings of stockholders (whether annual or
special) shall be held at such place, either inside or outside of the State of
Delaware, as the Board of Directors shall from time to time determine.
 
    Section 2.  ANNUAL MEETING.  The annual meeting of the stockholders of the
Corporation shall be held on such date and at such time as may be fixed by
resolution of the Board of Directors.
 
    Section 3.  SPECIAL MEETINGS.  Unless otherwise prescribed by law or by the
Corporation's Amended and Restated Certificate of Incorporation, as amended from
time to time (the "Charter"), and subject to any preferential rights of any
outstanding series of Preferred Stock (as defined in the Charter), special
meetings of stockholders of the Corporation for any purpose or purposes may be
called only by the Chairman of the Board of Directors, the President, or, at the
request in writing of a majority of the Board of Directors, by any officer. Such
request shall state the purpose or purposes of the proposed meeting. In
addition, prior to the Trigger Date (as defined in the Charter), the Corporation
shall call a special meeting of stockholders of the Corporation promptly upon
request by Silicon Graphics, Inc., a Delaware corporation, or any of its
affiliates, in each case if such entity is a stockholder of the Corporation.
 
    Section 4.  NOTICE OF MEETINGS.  Except as otherwise provided by law,
written or printed notice, stating the place, day and hour of the meeting and
the purpose or purposes for which the meeting is called shall be delivered by
the Corporation not less than ten (10) calendar days nor more than sixty (60)
calendar days before the date of the meeting, either personally or by mail, to
each stockholder of record entitled to vote at such meeting. Meetings may be
held without notice if all stockholders entitled to vote are present, or if
notice is waived by those not present in accordance with Section 2 of Article X
of these By-laws. Any previously scheduled meeting of the stockholders may be
postponed, and any special meeting of the stockholders may be canceled, by
resolution of the Board of Directors upon public notice given prior to the date
previously scheduled for such meeting of stockholders.
 
    Section 5.  NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.
 
    (a) Annual Meetings of Stockholders.
 
        (i) Nominations of persons for election to the Board of Directors and
    the proposal of business to be considered by the stockholders may be made at
    an annual meeting of stockholders (A) pursuant to the Corporation's notice
    of meeting delivered pursuant to Section 4 of this Article II, (B) by or at
    the direction of the Board of Directors, (C) by any stockholder of the
    Corporation who was a stockholder of record at the time of the giving of the
    notice provided for in this Section 5, who is entitled to vote at the
    meeting and who complies with the notice procedures set forth in this
    Section 5,
 
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    or (D) prior to the Trigger Date, by Silicon Graphics, Inc., a Delaware
    corporation ("Silicon Graphics"), or any of its affiliates that is a
    stockholder of the Corporation.
 
        (ii) For nominations or other business to be properly brought before an
    annual meeting by a stockholder pursuant to clause (C) of paragraph (a)(i)
    of this Section 5, the stockholder must have given timely notice thereof in
    writing to the Secretary of the Corporation, and, if the stockholder is
    proposing other business, such other business must be a proper subject for
    stockholder action, and, if the stockholder is nominating a person or
    persons for election to the Board of Directors, such nominating stockholder
    must be entitled to vote for the election of the director to be nominated.
    To be timely, a stockholder's notice shall be delivered to the Secretary at
    the principal executive offices of the Corporation not less than sixty (60)
    days nor more than ninety (90) days prior to the first anniversary of the
    preceding year's annual meeting; PROVIDED, HOWEVER, that, in the event that
    the date of the annual meeting is advanced by more than thirty (30) days or
    delayed by more than sixty (60) days from such anniversary date, notice by
    the stockholder to be timely must be so delivered not earlier than the
    ninetieth day prior to such annual meeting and not later than the close of
    business on the later of the sixtieth day prior to such annual meeting or
    the tenth day following the day on which public announcement of the date of
    such meeting is first made by the Corporation. For purposes of determining
    whether a stockholder's notice shall have been delivered in a timely manner
    for the annual meeting of stockholders in 1999, the first anniversary of the
    previous year's meeting shall be deemed to be October 29, 1999. In no event
    shall the public announcement of an adjournment of an annual meeting
    commence a new time period for the giving of a stockholder's notice as
    described above. Such stockholder's notice shall set forth (A) as to each
    person whom the stockholder proposes to nominate for election or reelection
    as a director all information relating to such person that is required to be
    disclosed in solicitations of proxies for election of directors in an
    election contest, or is otherwise required, in each case pursuant to
    Regulation 14A under the Securities Exchange Act of 1934, as amended (the
    "Exchange Act"), and Rule 14a-11 thereunder (including such person's written
    consent to being named in the proxy statement as a nominee and to serving as
    a director if elected) and the class of stock which such director will
    represent; (B) as to any other business that the stockholder proposes to
    bring before the meeting, a brief description of the business desired to be
    brought before the meeting, the reasons for conducting such business at the
    meeting and any material interest in such business of such stockholder and
    the beneficial owner, if any, on whose behalf the proposal is made; and (C)
    as to the stockholder giving the notice and the beneficial owner, if any, on
    whose behalf the nomination or proposal is made, (1) the name and address of
    such stockholder, as they appear on the Corporation's books, and of such
    beneficial owner and (2) the class and number of shares of the Corporation
    which are owned beneficially and of record by such stockholder and such
    beneficial owner.
 
       (iii) Notwithstanding anything in the second sentence of paragraph
    (a)(ii) of this Section 5 to the contrary, in the event that the number of
    directors to be elected to the Board of Directors is increased and there is
    no public announcement by the Corporation naming all of the nominees for
    director or specifying the size of the increased Board of Directors made by
    the Corporation at least seventy (70) days prior to the first anniversary of
    the preceding year's annual meeting, a stockholders' notice required by this
    Section 5 shall also be considered timely, but only with respect to nominees
    for any new positions created by such increase, if it shall be delivered to
    the Secretary at the principal executive offices of the Corporation not
    later than the close of business on the tenth day following the day on which
    such public announcement is first made by the Corporation.
 
    (b) Special Meetings of Stockholders. Only such business shall be conducted
at a special meeting of stockholders as shall have been brought before the
meeting pursuant to the Corporation's notice of meeting pursuant to Section 4 of
this Article II. Nominations of persons for election to the Board of Directors
may be made at a special meeting of stockholders at which directors are to be
elected pursuant to the Corporation's notice of meeting (i) by or at the
direction of the Board of Directors, (ii) by any
 
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stockholder of the Corporation who was a stockholder of record at the time of
the giving of the notice provided for in this Section 5, who is entitled to vote
for the election of the director to be nominated at the special meeting, and who
complies with the notice procedures set forth in this Section 5, or (iii) prior
to the Trigger Date and with respect to the directors that the holders of the
Class B Common Stock (as defined in the Charter) are entitled to elect, by
Silicon Graphics, or any of its affiliates that is a stockholder of the
Corporation. In the event that the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to the Board of
Directors, any stockholder entitled to vote for the election of the director to
be nominated may nominate such person or persons (as the case may be), for
election to the Board of Directors, if the requirements of paragraph (a)(ii) of
this Section 5 shall be met and the stockholder's notice required thereby is
delivered to the Secretary of the Corporation at the principal executive offices
of the Corporation not earlier than the ninetieth day prior to such special
meeting and not later than the close of business on the later of the sixtieth
day prior to such special meeting or the tenth day following the day on which
public announcement by the Corporation is first made of the date of the special
meeting and of the nominees proposed by the Board of Directors to be elected at
such meeting.
 
    (c) General.
 
        (i) Only persons who are nominated in accordance with the procedures set
    forth in this Section 5 shall be eligible to serve as directors and only
    such business shall be conducted at a meeting of stockholders as shall have
    been brought before the meeting in accordance with the procedures set forth
    in this Section 5. Except as otherwise provided by law, the Charter or these
    By-laws, the chairman of the meeting shall have the power and duty to
    determine whether a nomination or any business proposed to be brought before
    the meeting was made in accordance with this Section 5 and, if any proposed
    nomination or business is not in compliance with this Section 5, to declare
    that such defective proposal or nomination shall be disregarded.
 
        (ii) For purposes of this Section 5, "public announcement" shall mean
    disclosure in a press release reported by the Dow Jones News Service,
    Associated Press or a comparable national news service or in a document
    publicly filed by the Corporation with the Securities and Exchange
    Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
 
       (iii) Notwithstanding the foregoing provisions of this Section 5, a
    stockholder shall also comply with all applicable requirements of the
    Exchange Act and the rules and regulations thereunder with respect to the
    matters set forth in this Section 5. Nothing in this Section 5 shall be
    deemed to affect any rights (A) of stockholders to request inclusion of
    proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under
    the Exchange Act or (B) of the holders of any series or Preferred Stock to
    elect directors.
 
    Section 6.  QUORUM.  Except as otherwise provided by law or in the Charter,
at any meeting of stockholders, the holders of a majority of the aggregate
voting power of all outstanding shares of all classes of capital stock of the
Corporation entitled to vote at such meeting (the "Voting Stock"), represented
in person or by proxy, shall constitute a quorum at such meeting, except when
specified business is required to be voted on by a class or series of stock
voting as a class, the holders of a majority of the shares of such class or
series shall constitute a quorum of such class or series for the transaction of
such business. At any meeting of stockholders at which a quorum is not present,
the person serving as chairman of the meeting or the holders of a majority in
interest of the stockholders present in person or by proxy and who are entitled
to vote on every matter that is to be voted on without regard to class at such
meeting may adjourn the meeting. No notice of the time and place of adjourned
meetings need be given except as required by law.
 
    Section 7.  ORGANIZATION AND CONDUCT OF BUSINESS.  The Chairman of the Board
of Directors shall act as chairman of meetings of the stockholders. The Board of
Directors may designate any other officer or director of the Corporation to act
as chairman of any meeting in the absence of the Chairman of the Board of
Directors, and the Board of Directors may further provide for determining who
shall act as chairman of
 
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any stockholder's meeting in the absence of the Chairman of the Board of
Directors and such designee. The person serving as 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 seem to him or her in order.
 
    The Secretary of the Corporation shall act as secretary of all meetings of
the stockholders, but in the absence of the Secretary the presiding officer may
appoint any other person to act as secretary of any meeting.
 
    Section 8.  PROXIES AND VOTING.  At any meeting of stockholders, every
stockholder entitled to vote may vote in person or by proxy authorized by an
instrument executed in writing (or in such manner prescribed by the General
Corporation Law of the State of Delaware) by the stockholder, or by such
person's duly authorized attorney in fact.
 
    Election of directors at all meetings of the stockholders at which directors
are to be elected shall be by ballot, and, subject to the rights of the holders
of any series of Preferred Stock to elect directors, a plurality of the shares
present in person or represented by proxy at the meeting, entitled to vote in
the election and actually cast shall elect the directors. Except as otherwise
provided by law, the Charter and these By-laws and subject to the rights of the
holders of any series of Preferred Stock, in all matters other than the election
of directors, the affirmative vote of a majority of the voting power of the
shares present in person or represented by proxy at the meeting and entitled to
vote on the matter shall be the act of the stockholders.
 
    Section 9.  INSPECTORS OF ELECTION.  The Board of Directors may, and to the
extent required by law shall, in advance of any meeting of stockholders, appoint
one or more inspectors to act at the meeting, decide upon the qualification of
voters, count the votes, decide the results and make a written report thereof in
accordance with the General Corporation Law of the State of Delaware. The Board
of Directors may designate one or more persons as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate is able to
act at a meeting of stockholders, the person presiding at the meeting shall
appoint one or more inspectors to act at the meeting. Each inspector, before
entering upon the discharge of his or her duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his or her ability. The inspector(s) shall have the
duties prescribed by law.
 
    Section 10.  NO STOCKHOLDER ACTION BY WRITTEN CONSENT.  Effective as of the
Trigger Date, any action required or permitted to be taken by the stockholders
of the Corporation must be effected at a duly called annual or special meeting
of such holders and may not be effected by any consent in writing by such
holders.
 
                                  ARTICLE III
                               BOARD OF DIRECTORS
 
    Section 1.  NUMBER AND TERM OF OFFICE.  Subject to the rights, if any, of
holders of preferred stock of the Corporation, the number of directors of the
Corporation shall be fixed from time to time exclusively by resolution of the
Board of Directors adopted by the affirmative vote of directors constituting not
less than a majority of the Whole Board (as hereinafter defined), but shall
consist of not more than ten (10) nor less than five (5) directors. The
directors, other than those who may be elected by the holders of any class or
series of preferred stock of the Corporation, shall be classified, with respect
to the time they severally hold office, into three classes, as nearly equal in
number as possible, one class to be initially elected for a term expiring at the
annual meeting of stockholders to be held in 1999, another class to be initially
elected for a term expiring at the annual meeting of stockholders to be held in
2000, and another class to be initially elected for a term expiring at the
annual meeting of stockholders to be held in 2001, with each director to serve
until his or her successor shall have been elected and shall have qualified,
PROVIDED, HOWEVER, that, in the event that there shall be only one Class A
Director (as defined in the Charter), such Class A Director
 
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shall be in the class of directors whose initial term expires at the annual
meeting of stockholders to be held in 1999. Directors elected by a class of
stock shall be divided as evenly as possible, as determined by the Board of
Directors, among the three classes of directors. At each succeeding annual
meeting of stockholders, directors elected to succeed those directors whose
terms then expire shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after their election, with each
director to serve until his or her successor shall have been elected and shall
have qualified. If the number of directors is changed, any increase or decrease
shall be apportioned among the classes of directors established pursuant to
Article V of the Charter to maintain the number of directors in each class as
nearly equal as possible. No decrease in the number of directors constituting
the Board of Directors shall shorten the term of any incumbent director.
Notwithstanding the foregoing, each director initially appointed on behalf of
the Class A Common Stock shall hold office initially for a term expiring at the
1999 annual meeting of stockholders. Subject to the immediately preceding
sentence, a director shall hold office until the annual meeting for the year in
which his or her term expires and until his or her successor shall be elected
and shall qualify, SUBJECT, HOWEVER, to prior death, resignation, retirement,
disqualification or removal from office.
 
    For purposes of these By-laws, the term "Whole Board" shall mean the total
number of directors fixed by resolution of the Board of Directors pursuant to
Section 1 of this Article III.
 
    Section 2.  MEETINGS.  Regular meetings of the Board of Directors may be
held at such place, either inside or outside of the State of Delaware, and at
such time, as may from time to time be designated by the Chairman of the Board
of Directors or resolution of the Board of Directors or as may be specified in
the call of any meeting. An annual meeting of the Board of Directors shall be
held on the same day as, and as soon as practicable following, the annual
meeting of stockholders or at such other time or place as shall be determined by
the Board of Directors at its regular meeting next preceding said annual meeting
of stockholders.
 
    Special meetings of the Board of Directors may be held at any time on the
call of the Chairman of the Board of Directors, the President or a majority of
the Board of Directors then in office. The person or persons authorized to call
special meetings of the Board of Directors may fix the time and place of the
meetings. Meetings may be held at any time or place without notice if all the
directors are present or if those not present waive notice of the meeting in
writing.
 
    Section 3.  NOTICE OF MEETINGS.  Notice of the time and place of meetings of
the Board of Directors (excepting the annual meeting of directors) shall be
given to each director by the Secretary or an Assistant Secretary of the
Corporation by (i) mailing or sending via courier such notice not later than
during the second day preceding the day on which such meeting is to be held, or
(ii) by (a) sending a facsimile transmission or other form of electronic
communication containing such notice or (b) delivering such notice personally or
by telephone, in each case, not later than during the first day preceding the
day on which such meeting is to be held. Unless otherwise stated in the notice
thereof, any and all business may be transacted at any meeting.
 
    Section 4.  QUORUM AND ORGANIZATION OF MEETINGS.  Subject to Section 5 of
this Article III, a number of directors equal to at least a majority of the
Whole Board shall constitute a quorum for the transaction of business, but if at
any meeting of the Board of Directors there shall be less than a quorum present,
a majority of the directors present may adjourn the meeting from time to time
without further notice. The act of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors.
The directors present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough directors
to leave less than a quorum.
 
    Meetings shall be presided over by the Chairman of the Board of Directors
or, in his or her absence, by such other person as the Board of Directors may
designate or the members present may select.
 
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    Section 5.  VACANCIES.  Any vacancy in the office of a director created by
the death, resignation, disqualification or removal of a director may be filled
by the vote of the majority of the directors then in office (or the sole
remaining director) elected by (or appointed on behalf of) the same class of
stock that elected that director (or on behalf of which that director was
appointed) whose death, resignation, disqualification or removal created the
vacancy, unless there are no such directors or no outstanding shares of such
class of stock, in which case such vacancy may be filled by the vote of the
majority of all directors then in office, even if less than a quorum, or by the
sole remaining director. Notwithstanding anything in Section (2)(f) or Section
(2)(e) of Article IV of the Charter to the contrary, any vacancy in the office
of a director created by the death, resignation, disqualification or removal of
a director elected by (or appointed on behalf of) the holders of a class of
stock may also be filled by a vote of holders of such class of stock, unless
there are no outstanding shares of such class of stock, in which case any such
vacancy may be filled by a vote of holders of the holders of the remaining class
of stock. Any director elected to fill a vacancy created by the death,
resignation, disqualification or removal of a director shall hold office for the
remainder of the full term of the director whose vacancy is being filled and
until such director's successor shall have been elected and qualified unless
removed and replaced pursuant to Section 4(c) of Article V of the Charter and
Section (2)(f) of Article IV of the Charter.
 
    Subject to the rights, if any, of the holders of any series of Preferred
Stock then outstanding, any vacancy on the Board of Directors that results from
an increase in the number of directors shall be filled by the vote of the
majority of the directors then in office. In filling such vacancies, the Board
of Directors shall take all necessary actions to ensure that, following the
appointment to such vacancies (unless prior thereto all of the outstanding
shares of Class B Common Stock shall have been converted into or exchanged for
shares of Class A Common Stock), 20% of the number of members of the Board of
Directors as so increased (or, if such 20% is not a whole number, then the next
lower whole number of directors that is closest to 20% of such membership)
consists of directors elected by (or appointed on behalf of) the holders of
Class A Common Stock, and the remaining members of the Board of Directors as so
increased consists of directors elected by (or appointed on behalf of) the
holders of Class B Common Stock. Any director elected (or appointed) in
accordance with the preceding sentence shall hold office for the remainder of
the full term of the class of directors in which the new directorship was
created and until such director's successor shall have been elected and 
qualified, unless such director is removed and replaced pursuant to Section 4(c)
of Article V and Section (2)(f) of Article IV of the Charter.
 
    Section 6.  POWERS.  In addition to the powers and authorities by these
By-laws expressly conferred upon them, the Board of Directors shall have and may
exercise all such powers of the Corporation and do all such lawful acts and
things that are not by statute, the Charter or these By-laws directed or
required to be exercised or done by the stockholders.
 
    Section 7.  RELIANCE UPON BOOKS, REPORTS AND RECORDS.  Each director, each
member of any committee designated by the Board of Directors and each officer,
in the performance of his or her duties, shall be fully protected in relying in
good faith upon such information, opinions, reports or statements presented to
the Corporation by any of its officers or employees, or by committees of the
Board of Directors, or by any other person, as to matters such director, member
or officer, as the case may be, reasonably believes are within such person's
professional or expert competence and who has been selected with reasonable care
by the Board of Directors or by any such committee, or in relying in good faith
upon other records of the Corporation.
 
    Section 8.  COMPENSATION OF DIRECTORS.  Directors, as such, may receive,
pursuant to resolution of the Board of Directors, fixed fees and other
compensation for their services as directors, including, without limitation,
services as members of committees of the Board of Directors; PROVIDED, HOWEVER,
that nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.
 
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    Section 9.  MEETINGS BY MEANS OF CONFERENCE TELEPHONE.  Unless otherwise
provided by the Charter or these By-laws, members of the Board of Directors, or
any committee designated by the Board of Directors, 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 each other, and participation in a meeting pursuant to
this Section 9 shall constitute presence in person at such meeting.
 
    Section 10.  ACTIONS BY WRITTEN CONSENT.  Any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.
 
                                   ARTICLE IV
                      COMMITTEES OF THE BOARD OF DIRECTORS
 
    Section 1.  COMMITTEES OF THE BOARD OF DIRECTORS.  There are hereby
established as committees of the Board of Directors an Audit Committee and a
Compensation Committee, each of which shall have the powers and functions set
forth in Sections 2 and 3 hereof, respectively, and such additional powers as
may be delegated to it by the Board of Directors. The Board of Directors may
from time to time establish additional standing committees or special committees
of the Board of Directors, each of which shall have such powers and functions as
may be delegated to it by the Board of Directors. The Board of Directors may
abolish any committee established by or pursuant to this Section 1 as it may
deem advisable. Each such committee shall consist of two or more directors, the
exact number being determined from time to time by the Board of Directors.
Designations of the chairman and members of each such committee, and, if
desired, a vice chairman and alternates for members, shall be made by the Board
of Directors. In the absence or disqualification of any member of any committee
and any alternate member in his or her place, the member or members of the
committee present at the meeting, and not disqualified from voting whether or
not he or she or they constitute a quorum, may by unanimous vote appoint another
member of the Board of Directors to act at the meeting in the place of the
absent or disqualified member. Each committee shall have a secretary who shall
be designated by its chairman. A vice chairman of a committee shall act as the
chairman of the committee in the absence or disability of the chairman. Nothing
herein shall be deemed to prevent the Board of Directors from appointing one or
more committees consisting in whole or in part of persons who are not directors
of the Corporation; PROVIDED, HOWEVER, that no such committee shall have or may
exercise any authority of the Board of Directors.
 
    Section 2.  AUDIT COMMITTEE.  The Audit Committee shall select and engage,
on behalf of the Corporation, independent public accountants to (a) audit the
books of account and other corporate records of the Corporation and (b) perform
such other duties as the Audit Committee may from time to time prescribe. The
Audit Committee shall transmit financial statements certified by such
independent public accountants to the Board of Directors after the close of each
fiscal year. The selection of independent public accountants for each fiscal
year shall be made in advance of the annual meeting of stockholders in such
fiscal year and shall be submitted for ratification or rejection at such
meeting. The Audit Committee shall confer with such accountants and review and
approve the scope of the audit of the books of account and other corporate
records of the Corporation. The Audit Committee shall have the power to confer
with and direct the officers of the Corporation to the extent necessary to
review the internal controls, accounting practices, financial structure and
financial reporting of the Corporation. From time to time the Audit Committee
shall report to and advise the Board of Directors concerning the results of its
consultation and review and such other matters relating to the internal
controls, accounting practices, financial structure and financial reporting of
the Corporation as the Audit Committee believes merit review by the Board of
Directors. The Audit Committee also shall perform such other functions and
exercise such other powers as may be delegated to it from time to time by the
Board of Directors.
 
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    Section 3.  COMPENSATION COMMITTEE.  The Compensation Committee shall fix
from time to time the salaries of members of the Board of Directors who are
officers or employees of the Corporation and of all Senior Vice Presidents,
Executive Vice Presidents and Vice Presidents of the Corporation. It also shall
perform such functions as may be delegated to it under the provisions of any
bonus, supplemental compensation, special compensation or stock option plan of
the Corporation.
 
    Section 4.  RULES AND PROCEDURES.  Each committee may fix its own rules and
procedures and shall meet at such times and places as may be provided by such
rules, by resolution of the committee or by call of the chairman or vice
chairman of such committee. Notice of each meeting of each committee, other than
of regular meetings provided for by its rules or resolutions, shall be given to
committee members. The presence of a majority of its members, but not less than
two, shall constitute a quorum of any committee, and all questions shall be
decided by a majority vote of the members present at the meeting. All actions
taken at each committee meeting shall be recorded in minutes of the meeting.
 
    Section 5.  APPLICATION OF ARTICLE.  Whenever any provision of any other
document relating to any committee of the Corporation named therein shall be in
conflict with any provision of this Article IV, the provisions of this Article
IV shall govern, except that if such other document shall have been approved by
the stockholders or by the Board of Directors, the provisions of such other
document shall govern.
 
                                   ARTICLE V
                                    OFFICERS
 
    Section 1.  OFFICERS.  The officers of the Corporation shall include a
Chairman of the Board of Directors, who shall be chosen from among the
directors, a President, a Chief Financial Officer, one or more Executive Vice
Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, a
Treasurer, a General Counsel and a Secretary, each of whom shall be elected by
the Board of Directors to hold office until his or her successor shall have been
chosen and shall have qualified for office. The Board of Directors, the Chairman
of the Board of Directors and the Chief Executive Officer may elect or appoint
one or more Controllers, one or more Assistant Vice Presidents, one or more
Assistant Treasurers, one or more Assistant General Counsels and one or more
Assistant Secretaries, and the Board of Directors may elect or appoint such
other officers as it may deem necessary, or desirable, each of whom shall have
such authority, shall perform such duties and shall hold office for such term as
may be prescribed by the Board of Directors from time to time. Any person may
hold at one time more than one office, excepting that the duties of the
President and Secretary shall not be performed by one person.
 
    Section 2.  CHAIRMAN OF THE BOARD OF DIRECTORS.  The Chairman of the Board
of Directors may be, but need not be, the Chief Executive Officer of the
Corporation. Subject to the provisions of these By-laws and to the direction of
the Board of Directors, he or she shall have ultimate authority for decisions
relating to the general management and control of the affairs and business of
the Corporation and shall perform all other duties and exercise all other powers
commonly incident to the position of chairman or which are or from time to time
may be delegated to him or her by the Board of Directors, or which are or may at
any time be authorized or required by law. He or she shall preside at all
meetings of the Board of Directors. He or she shall make reports to the Board of
Directors and stockholders, and shall see that all orders and resolutions of the
Board of Directors and any committee thereof are carried into effect. The
Chairman of the Board may also serve as President, if so elected by the Board of
Directors. The Board of Directors may also elect a Vice Chairman to act in the
place of the Chairman upon his or her absence or inability to act.
 
    Section 3.  PRESIDENT.  Subject to the provisions of these By-laws and to
the direction of the Board of Directors and of the Chief Executive Officer, the
President shall have such powers and shall perform such duties as from time to
time may be delegated to him or her by the Board of Directors or by the Chief
Executive Officer, or which are or may at any time be authorized or required by
law.
 
    Section 4.  EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS AND VICE
PRESIDENTS.  Each of the Executive Vice Presidents, each of the Senior Vice
Presidents and each of the other Vice Presidents shall have
 
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such powers and shall perform such duties as may be delegated to him or her by
the Board of Directors, the Chairman of the Board of Directors, the President or
such other officer or officers to whom he or she is directly responsible.
 
    Section 5.  TREASURER AND ASSISTANT TREASURER.  The Treasurer, subject to
the direction of the Board of Directors, shall have the care and custody of all
funds and securities of the Corporation. When necessary or proper he or she
shall endorse on behalf of the Corporation for collection, checks, notes and
other obligations, and shall deposit all funds of the Corporation in such banks
or other depositaries as may be designated by the Board of Directors or by such
officers or employees as may be authorized by the Board of Directors so to
designate. He or she shall perform all acts incident to the office of Treasurer,
subject to the control of the Board of Directors and such other officer or
officers to whom he or she is directly responsible. He or she may be required to
give a bond for the faithful discharge of his or her duties, in such sum and
upon such conditions as the Board of Directors may require.
 
    At the request and direction of the Treasurer or, in the case of his or her
absence or inability to act, any Assistant Treasurer may act in his or her
place. In the case of the death of the Treasurer, or in the case of his or her
absence or inability to act without having designated an Assistant Treasurer to
act temporarily in his or her place, the Assistant Treasurer or other person so
to perform the duties of the Treasurer shall be designated by the Chairman of
the Board of Directors, the President or an Executive Vice President.
 
    Section 6.  SECRETARY AND ASSISTANT SECRETARY.  The Secretary shall keep
full and accurate minutes of the meetings of the stockholders and of the Board
of Directors in the proper record book of the Corporation provided therefor,
and, when required, the minutes of meetings of the committees, and shall be
responsible for the custody of all such minutes. Subject to the direction of the
Board of Directors, the Secretary shall have custody of the stock ledgers and
documents of the Corporation. He or she shall have custody of the corporate seal
of the Corporation and shall affix and attest such seal to any instrument whose
execution under seal shall have been duly authorized. He or she shall give due
notice of meetings and, subject to the direction of the Board of Directors,
shall perform all other duties commonly incident to his or her office or as
properly required of him or her by the Chairman of the Board of Directors and
such other officer or officers to whom he or she is directly responsible and
shall enjoy all other powers commonly incident to his or her office.
 
    At the request and direction of the Secretary or, in the case of his or her
absence or inability to act, any Assistant Secretary may act in his or her
place. In the case of the death of the Secretary, or in the case of his or her
absence or inability to act without having designated an Assistant Secretary to
act temporarily in his or her place, the Assistant Secretary or other person so
to perform the duties of the Secretary shall be designated by the Chairman of
the Board of Directors, the President or an Executive Vice President.
 
    Section 7.  ASSISTANT VICE PRESIDENTS AND OTHER OFFICERS.  Each Assistant
Vice President and other officers shall perform such duties commonly incident to
his or her office or as properly required of him or her by the Chairman of the
Board of Directors and such other officer or officers to whom he or she is
directly responsible.
 
    Section 8.  GENERAL COUNSEL.  The General Counsel shall have general
supervision of all matters of a legal nature concerning the Corporation. He or
she shall perform all such duties commonly incident to his or her office or as
properly required of him or her by the Chairman of the Board of Directors and
such other officer or officers to whom he or she is directly responsible.
 
    Section 9.  SALARIES.  Salaries of officers, agents or employees shall be
fixed from time to time by the Board of Directors or by such committee or
committees, or person or persons, if any, to whom such power shall have been
delegated by the Board of Directors. An employment contract, whether with an
officer, agent or employee, if expressly approved or specifically authorized by
the Board of Directors, may fix a term of employment thereunder; and such
contract, if so approved or authorized, shall be valid and binding upon the
Corporation in accordance with the terms thereof, PROVIDED that this provision
shall not
 
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limit or restrict in any way the right of the Corporation at any time to remove
from office, discharge or terminate the employment of any such officer, agent or
employee prior to the expiration of the term of employment under any such
contract.
 
    Section 10.  VACANCIES.  A vacancy in any office filled by election of the
Board of Directors may be filled by the Board of Directors by the election of a
new officer who shall hold office, subject to the provisions of this Article V,
until the regular meeting of the directors following the next annual meeting of
the stockholders and until his or her successor is elected.
 
    Section 11.  REMOVAL OR DISCHARGE.  Any officer may be removed or discharged
by the Chairman of the Board of Directors at any time excepting an officer who
is also a director. Any officer who also is a director may be discharged at any
time by the Board of Directors.
 
                                   ARTICLE VI
                                  RESIGNATIONS
 
    Any director or officer of the Corporation, whether elected or appointed,
may resign at any time by giving written notice of such resignation to the
Chairman of the Board of Directors, the President, or the Secretary, and such
resignation shall be deemed effective as of the close of business on the date
said notice is received by the Chairman of the Board of Directors, the
President, or the Secretary, or at such later time as is specified therein. No
formal action shall be required of the Board of Directors or the stockholders to
make any such resignation effective.
 
                                  ARTICLE VII
                         CAPITAL STOCK; DIVIDENDS; SEAL
 
    Section 1.  STOCK CERTIFICATES AND TRANSFERS.  The interest of each
stockholder of the Corporation shall be evidenced by certificates for shares of
stock in such form as the appropriate officers of the Corporation may from time
to time prescribe. The shares of the stock of the Corporation shall be
transferred on the books of the Corporation by the holder thereof in person or
by such person's attorney upon surrender for cancellation of certificates for at
least the same number of shares, with an assignment and power of transfer
endorsed thereon or attached thereto, duly executed, and with such proof of the
authenticity of the signature as the Corporation or its agents may reasonably
require. The certificates of stock shall be numbered and signed by the Chairman
of the Board of Directors, the President, an Executive Vice President, a Senior
Vice President or a Vice President, and also by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary. Any and all signatures
may be facsimiles. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate has
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 he or
she were such officer, transfer agent or registrar at the date of issue.
 
    Section 2.  LOST, DESTROYED OR STOLEN CERTIFICATES.  Any person claiming a
stock certificate in lieu of one lost, destroyed or stolen, shall give the
Corporation an affidavit as to his, her or its ownership of the certificate and
of the facts which go to prove that it has been lost, destroyed or stolen. If
required by the Board of Directors or any financial officer of the Corporation,
he, she or it also shall give the Corporation a bond, in such form as may be
approved by the Board of Directors or such financial officer, sufficient to
indemnify the Corporation against any claim that may be made against it on
account of the alleged loss of the certificate or the issuance of a new
certificate. A new certificate shall be issued upon receipt of such an affidavit
and, if required, upon the giving of such a bond.
 
    Section 3.  RECORD OF HOLDER OF SHARES.  The Corporation shall be entitled
to treat the holder of record of any share or shares as the holder in fact
thereof, and accordingly shall not be bound to recognize any equitable or other
claims to or interest in such shares on the part of any other person, whether or
not it shall have express or other notice thereof, save as expressly provided by
the General Corporation Law of
 
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the State of Delaware. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends and to vote as such owner.
 
    Section 4.  DIVIDENDS.  The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares of
capital stock in the manner and upon the terms and conditions provided by law
and the Charter.
 
    Section 5.  CORPORATE SEAL.  The corporate seal shall be in such form as
shall from time to time be approved by the Board of Directors. If and when so
authorized by the Board of Directors, a duplicate of the seal may be kept and
used by the Secretary or Treasurer or by any Assistant Secretary or Assistant
Treasurer.
 
                                  ARTICLE VIII
                   EXECUTION OF CONTRACTS AND OTHER DOCUMENTS
 
    Section 1.  CONTRACTS, ETC.  Except as otherwise required by law, the
Charter or these By-laws, such officers, employees or agents of the Corporation
as shall be specified by the Board of Directors shall sign, in the name and on
behalf of the Corporation, all deeds, bonds, contracts, mortgages and other
instruments or documents, the execution of which shall be authorized by the
Board of Directors; and such authority may be general or confined to specific
instances. Except as so authorized by the Board of Directors, no officer, agent
or employee of the Corporation shall have the power or authority to bind the
Corporation by any contract or engagement or to pledge, mortgage, sell or
otherwise dispose of its credit or any of its property or to render it
pecuniarily liable for any purpose or in any amount.
 
    Section 2.  CHECKS, DRAFTS, ETC.  Except as otherwise provided in these
By-laws, all checks, drafts, notes, bonds, bills of exchange or other orders,
instruments or obligations for the payment of money shall be signed by such
officer or officers, employee or employees, or agent or agents, as the Board of
Directors shall by resolution direct. The Board of Directors may, in its
discretion, also provide by resolution for the countersignature or registration
of any or all such orders, instruments or obligations for the payment of money.
 
    Section 3.  PROXIES.  Unless otherwise prescribed by resolution adopted by
the Board of Directors, the Chairman of the Board of Directors, the President or
any Executive Vice President, Senior Vice President or Vice President may from
time to time appoint an attorney or attorneys or agent or agents of the
Corporation, in the name and on behalf of the Corporation, to cast the votes
which the Corporation may be entitled to cast as the holder of stock or other
securities in any other corporation, any of whose stock or other securities may
be held by the Corporation, at meetings of the holders of the stock or other
securities of such other corporation, or to consent in writing, in the name of
the Corporation as such holder, to any action by such other corporation, and may
instruct the person or persons so appointed as to the manner of casting such
votes or giving such consent, and may execute or cause to be executed in the
name and on behalf of the Corporation and under its corporate seal or otherwise,
all such written proxies or other instruments as he or she may deem necessary or
proper in the premises.
 
                                   ARTICLE IX
                                  FISCAL YEAR
 
    The fiscal year of the Corporation shall begin the first day of July in each
year.
 
                                   ARTICLE X
                                 MISCELLANEOUS
 
    Section 1.  NOTICES AND WAIVERS THEREOF.  Whenever any notice is required by
these By-laws, the Charter or any of the laws of the State of Delaware to be
given to any stockholder, director or officer, such notice, except as otherwise
provided by the laws of the State of Delaware, may be given personally or by
 
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telephone or be given by facsimile transmission or other form of electronic
communication, addressed to such stockholder at such person's address as it
appears on the stock transfer books of the Corporation, or to such director or
officer at his or her Corporation location, if any, or at such address as
appears on the books of the Corporation, or the notice may be given in writing
by depositing the same in a post office, or in a regularly maintained letter
box, or by sending it via courier, postage prepaid, in a sealed wrapper
addressed to such stockholder at such person's address as it appears on the
stock transfer books of the Corporation, or to such director or officer at his
or her Corporation location, if any, or such address as appears on the books of
the Corporation.
 
    Any notice given by facsimile transmission or other form of electronic
communication shall be deemed to have been given when it shall have been
transmitted. Any notice given by mail or courier shall be deemed to have been
given when it shall have been mailed or delivered to the courier.
 
    A waiver of any such notice in writing, including by facsimile transmission,
signed or dispatched by the person entitled to such notice or by his or her duly
authorized attorney, whether before or after the time stated therein, shall be
deemed equivalent to the notice required to be given, and the presence at any
meeting of any person entitled to notice thereof shall be deemed a waiver of
such notice as to such person.
 
    Section 2.  AUDITS.  The accounts, books and records of the Corporation
shall be audited upon the conclusion of each fiscal year by an independent
certified public accountant selected by the Audit Committee and approved by the
Board of Directors, and it shall be the duty of the Board of Directors to cause
such audit to be done annually.
 
                                   ARTICLE XI
                                   AMENDMENTS
 
    These By-laws may be altered, amended or repealed, and new By-laws may be
adopted (a) at any annual or special meeting of stockholders by the affirmative
vote of the holders of a majority of the voting power of the stock issued and
outstanding and entitled to vote thereat, PROVIDED, HOWEVER, that any proposed
alteration, amendment or repeal of, or the adoption of any By-law inconsistent
with, Section 3, 5 or 10 of Article II or Section 1 or 5 of Article III of these
By-laws by the stockholders shall require the affirmative vote of the holders of
at least 80% of the voting power of all Voting Stock then outstanding, voting
together as a single class, and PROVIDED FURTHER, HOWEVER, that, in the case of
any such stockholder action at a special meeting of stockholders, notice of the
proposed alteration, amendment, repeal or adoption of the new By-law or By-laws
must be contained in the notice of such special meeting, or (b) by the
affirmative vote of a majority of the Whole Board.
 
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