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                                                                    EXHIBIT 3(i)


                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                           POLAND COMMUNICATIONS, INC.


                         (Pursuant to Section 807 of the
                       New York Business Corporation Law)


IT IS HEREBY CERTIFIED THAT:


FIRST:    The name of the Corporation is:

          POLAND COMMUNICATIONS, INC. (hereinafter the "Corporation"). The name
          under which the Corporation was formed is Servus Management
          Corporation of New York.

SECOND:   The original Certificate of Incorporation was filed by the Department
          of State on August 27, 1982.

THIRD:    The following amended and restated Certificate of Incorporation amends
          the following Articles of the Corporation's original Certificate of
          Incorporation as modified by the first amended Certificate, which was
          filed with the Secretary of State of New York on January 25, 1985, the
          restated Certificate which was filed with the Secretary of State of
          New York on April 17, 1991, the amended Certificate which was filed
          with the Secretary of State of New York on June 24, 1991, the restated
          Certificate which was filed with the Secretary of State of New York on
          March 27, 1996, the amended Certificate which was filed with the
          Secretary of State of New York on October 23, 1996, the amended
          Certificate which was filed with the Secretary of State of New York on
          May 13, 1997, the amended Certificate which was filed with the
          Secretary of State of New York on December 31, 1997, the restated
          Certificate which was filed with the Secretary of State of New York on
          August 4, 1998, and the Certificate of Amendment which was filed with
          the Secretary of State of New York on March 20, 2000: Article VII is
          amended to change the number of directors on the Board of Directors to
          three (3).

FOURTH:   The restatement of the Certificate of Incorporation herein provided
          for was authorized, pursuant to sections 803 and 615(a) of the New
          York Business Corporation Law, by the unanimous written consent of the
          Board of Directors of the Corporation, followed by the unanimous
          written consent,


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          setting forth the action so taken, signed by the holders of all
          outstanding shares entitled to vote thereon.

FIFTH:    To accomplish the amendment described above, Article VII is hereby
          amended to read as set forth in the same numbered Article of the
          Certificate of Incorporation of the Corporation as hereafter restated.

SIXTH:    The text of the Certificate of Incorporation of the Corporation is
          hereby restated as further amended or changed herein to read as
          follows:


                                    ARTICLE I

                               NAME OF CORPORATION

     The name of the Corporation is Poland Communications, Inc.


                                   ARTICLE II

                                     PURPOSE

     To engage in any lawful act or activity for which Corporations may be
organized under the Business Corporation Law, provided that the Corporation is
not formed to engage in any act or activity requiring the consent or approval of
any state official, department, board, agency or other body without such consent
or approval first being obtained.


                                   ARTICLE III

                                CORPORATE OFFICE

     The office of the Corporation is to be located in the County of Albany,
State of New York.


                                   ARTICLE IV

                                AUTHORIZED SHARES

     SECTION 1. AUTHORIZED. The aggregate number of shares which the Corporation
is authorized to issue is sixty three thousand (63,000), of which twenty seven
thousand (27,000) shares are authorized for common stock, par value one cent
(U.S. $0.01) per share ("Common Stock"), four thousand (4,000) shares are
authorized for Series A Preferred Stock, par value of one cent (U.S. $0.01) per
share, two thousand


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(2,000) shares are authorized for Series C Preferred Stock, par value of one
cent (U.S. $0.01) per share, and thirty thousand (30,000) shares are authorized
for debenture stock, par value one hundredth of a cent (U.S. $0.0001) per share.
The Common Stock, two series of Preferred Stock and the Debenture Stock shall
have the voting rights, designations, preferences, qualifications, privileges,
limitations, options and other rights as follows:


     SECTION 2. COMMON STOCK.


     A. VOTING RIGHTS. The holders of Common Stock shall be entitled to one (1)
vote per share on all matters submitted to the shareholders of the Corporation.

     B. DIVIDEND PROVISIONS. The holders of shares of Common Stock shall be
entitled to receive dividends when, as and if declared by the Board of
Directors.

     SECTION 3. SERIES A PREFERRED STOCK.

     A. VOTING RIGHTS. The holders of Series A Preferred Stock shall not be
entitled to vote on any matters submitted to the shareholders of the
Corporation, except as otherwise required by applicable law.

     B. DIVIDEND PROVISIONS. The holders of shares of Series A Preferred Stock
shall not be entitled to receive dividends.

     C. REDEMPTION.

          (1) Mandatory Redemption. On September 30, 2004, the Corporation shall
          be required to redeem the Series A Preferred Stock (the "Series A
          Redemption Date").

          (2) Optional Redemption. At the option of the Corporation, the Series
          A Preferred Stock may be redeemed at any time, in whole or in part.
          The Corporation may exercise said option by providing notice of
          redemption in accordance with Article IV, Section 3(C)(4).

          (3) Redemption Price. The redemption price per share of Series A
          Preferred Stock to be paid upon a redemption under this Section 3(C)
          shall be ten thousand dollars (U.S. $10,000) (the "Series A Redemption
          Price"). The Series A Redemption Price shall be adjusted
          proportionately in the event the Series A Preferred Stock is adjusted
          into a lesser number of shares or subdivided into a greater number of
          shares.

          (4) Redemption Notice. Notice of any redemption pursuant to this
          Section 3(C) shall be given by the Corporation by mailing notice (the
          "Series A Redemption Notice"), via registered or certified mail,
          postage


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          prepaid, or by hand delivery to the holders of record of the Series A
          Preferred Stock (as of the close of business on the business day next
          preceding the day on which the Series A Redemption Notice is given) at
          their respective addresses as the same shall appear on the stock books
          of the Corporation, not less than 30 days nor more than 60 days prior
          to the date of such redemption and the Series A Redemption Notice
          shall state the time and place fixed for such redemption.

          (5) Surrender of Certificates. Upon surrender of a certificate or
          certificates representing shares to be redeemed pursuant to this
          Section 3(C), the Corporation shall remit an amount equal to the
          product of (i) the Series A Redemption Price, times (ii) the number of
          shares of Series A Preferred Stock to be redeemed. If fewer than all
          of the shares represented by any such certificate or certificates
          presented for redemption are to be redeemed, a new certificate shall
          be issued representing the unredeemed shares without cost to the
          holder. If so required by the Corporation, any certificate for Series
          A Preferred Stock surrendered for redemption shall be accompanied by
          instruments of transfer, duly executed by the holder of such Series A
          Preferred Stock or his duly authorized representative.

          (6) Rights After the Series A Redemption Date. From and after the
          close of business on the Series A Redemption Date, unless there shall
          have been a default in the payment of the redemption price, all rights
          of holders of shares of Series A Preferred Stock redeemed pursuant to
          Section 3(C) shall cease with respect to such shares, and thereafter
          such shares shall not be deemed to be outstanding for any purposes
          whatsoever.

          (7) Cancellation of Redeemed Shares. Any shares of Series A Preferred
          Stock that shall at any time have been redeemed or repurchased by the
          Corporation shall, after such redemption or repurchase, be cancelled
          by the Corporation and shall not be available for reissuance.

     SECTION 4. SERIES C PREFERRED STOCK.

          A. VOTING RIGHTS. The holders of Series C Preferred Stock shall not be
     entitled to vote on any matters submitted to the shareholders of the
     Corporation, except as otherwise required by applicable law.

          B. DIVIDEND PROVISIONS. The holders of shares of Series C Preferred
     Stock shall not be entitled to receive dividends.

     C. MANDATORY REDEMPTION.

          (1) Mandatory Redemption. On September 30, 2004, the Corporation shall
          be required to redeem the Series C Preferred Stock (the "Series C

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          Redemption Date"). Prior to the mandatory redemption of the Series C
          Preferred Stock, if no IPO Closing has occurred by such date, all of
          the Series A Preferred Stock shall have been exchanged, repurchased or
          redeemed in full or otherwise cancelled. The "IPO Closing" shall mean
          the closing of an underwritten public offering of shares to be listed
          on the New York Stock Exchange or the American Stock Exchange, or to
          be quoted on the National Association of Securities Dealers Automated
          Quotation System or the National Market System of the National
          Association of Securities Dealers pursuant to an effective
          registration statement under the Securities Act of 1933, as amended,
          covering the offer and sale to the public of at least twenty percent
          (20%) of the Common Stock of the Corporation outstanding immediately
          after the IPO Closing or (ii) immediately prior to the closing of a
          merger or consolidation of the Corporation with or into another
          corporation or entity which is not an affiliate of the Corporation.
          For purposes of this Section 4(C)(1), "affiliate of the Corporation"
          shall mean any person or entity that controls, is controlled by or is
          under common control with the Corporation.

          (2) Optional Redemption. At the option of the Corporation, the Series
          C Preferred Stock may be redeemed at any time, in whole or in part,
          provided that before any shares of Series C Preferred Stock may be
          redeemed, the Series A Preferred Stock shall have been exchanged,
          repurchased or redeemed in full or otherwise cancelled. The
          Corporation shall exercise said option by providing notice of
          redemption in accordance with Section 4(C)(4).

          (3) Redemption Price. The redemption price per share of Series C
          Preferred Stock to be paid upon a redemption under this Section 4(C)
          shall be equal to ten thousand dollars (U.S. $10,000) (the "Series C
          Redemption Price"). The Series C Redemption Price shall be adjusted
          proportionately in the event the Series C Preferred Stock is adjusted
          into a lesser number of shares or subdivided into a greater number of
          shares.

          (4) Redemption Notice. Notice of any redemption pursuant to this
          Section 4(C) shall be given by the Corporation by mailing notice (the
          "Series C Redemption Notice"), via registered or certified mail,
          postage prepaid, or by hand delivery to the holders of record of the
          Series C Preferred Stock (as of the close of business on the business
          day next preceding the day on which the Series C Redemption Notice is
          given) at their respective addresses as the same shall appear on the
          stock books of the Corporation, not less than 30 days nor more than 60
          days prior to the date of such redemption and the Series C Redemption
          Notice shall state the time and place fixed for such redemption.

          (5) Surrender of Certificates. Upon surrender of certificate or
          certificates representing shares to be redeemed pursuant to this
          Section 4(C), the


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          Corporation shall remit an amount equal to the product of, (i) the
          Series C Redemption Price, times (ii) the number of shares of the
          Series C Preferred Stock to be redeemed. If fewer than all of the
          shares represented by any such certificate or certificates presented
          for redemption are to be redeemed, a new certificate shall be issued
          representing the unredeemed shares without cost to the holder. If so
          required by the Corporation, any certificate for Series C Preferred
          Stock surrendered for redemption shall be accompanied by instruments
          of transfer, duly executed by the holder of such Series C Preferred
          Stock or his duly authorized representative.

          (6) Rights After the Series C Redemption Date. From and after the
          close of business on the Series C Redemption Date, unless there shall
          have been a default in the payment of the redemption price, all rights
          of holders of shares of Series C Preferred Stock redeemed pursuant to
          Section 4(C) shall cease with respect to such shares, and thereafter
          such shares shall not be deemed to be outstanding for any purposes
          whatsoever.

          (7) Cancellation of Redeemed Shares. Any shares of Series C Preferred
          Stock that shall at any time have been redeemed or repurchased by the
          Corporation shall, after such redemption or repurchase, be cancelled
          by the Corporation and shall not be available for reissuance.

     SECTION 5 DEBENTURE STOCK.

     A. NUMBER AND DESIGNATION. Thirty thousand (30,000) shares of the preferred
stock of the Corporation shall be designated as Debenture Stock (the "Debenture
Stock").

     B. RANK. The Debenture Stock will rank (i) senior to the common stock of
the Corporation (the "Common Stock") and to all other classes of capital stock
of the Corporation, including the Corporation's shares of preferred stock
outstanding and including those classes of capital stock established after the
date hereof, the terms of which expressly provide that such class or series will
rank junior as to dividend distributions and distributions upon the liquidation,
winding-up and dissolution of the Corporation (collectively referred to with the
Common Stock and the Series C Preferred Stock as "Junior Securities"); (ii) on a
parity with each other class of capital stock or series of preferred stock
issued by the Corporation the terms of which expressly provide that such class
or series will rank on a parity with the Debenture Stock as to dividend
distributions and distributions upon the liquidation, winding-up and dissolution
of the Corporation (collectively referred to as "Parity Securities"); and (iii)
junior to any classes of capital stock of the Corporation established after the
date hereof, the terms of which expressly provide that such class or series will
rank senior to the Debenture Stock as to dividend distributions and
distributions upon the liquidation, winding up and dissolution of the
Corporation (the "Senior Securities"). The respective definitions of Junior
Securities, Parity Securities and Senior Securities shall also include any

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rights or options exercisable for or convertible into any of the Junior
Securities, Parity Securities or Senior Securities, as the case may be. The
Debenture Stock shall be subject to the issuance of Junior Securities and Parity
Securities, but no Senior Securities will be issued by the Corporation without
the approval of all the holders of the Debenture Stock.

     C. REDEMPTION. (i) On December 31, 2003 (the "Mandatory Redemption Date"),
the Corporation will be required, to the extent the Corporation shall have funds
legally available for such payment, to redeem all outstanding Debenture Stock at
a Redemption Price equal to the sum of (x) 100% of the issue price of the
Debenture Stock and (y) interest of 10% per annum from November 3, 1999, to the
date of redemption, compounded annually (the "Redemption Price"). The
Corporation will not be required to make sinking fund payments with respect to
the Debenture Stock.

          (ii) Debenture Stock which has been issued and reacquired in any
manner, including shares purchased or redeemed, shall (upon compliance with any
applicable provisions of the laws of the State of New York) have the status of
unauthorized and unissued shares of the class of preferred stock undesignated as
to series and may be redesignated and reissued as part of any series of the
preferred stock; PROVIDED that no such issued and reacquired shares of preferred
stock shall be reissued or sold with the same rights as the Debenture Stock,
expect in compliance with the provisions hereof.

          (iii) If the Corporation is unable or shall fail to discharge its
obligation to redeem all outstanding shares of Debenture Stock pursuant to
paragraph 3(a) (the "Mandatory Redemption Obligation"), the Mandatory Redemption
Obligation shall be discharged as soon as the Corporation is able to discharge
such Mandatory Redemption Obligation. If and so long as any Mandatory Redemption
Obligation with respect to the Debenture Stock shall not be fully discharged,
the Corporation shall not (a) directly or indirectly, redeem, purchase, or
otherwise acquire any Parity Security or discharge any mandatory or optional
redemption, sinking fund or other similar obligation in respect of any Parity
Securities (except in connection with a redemption, sinking fund or other
similar obligation to be satisfied PRO RATA with the Debenture Stock) or (b)
declare or make any distribution on any Junior Securities, or, directly or
indirectly, discharge any mandatory or optional redemption, sinking fund or
other similar obligation in respect of the Junior Securities. Interest shall
accrue on the unpaid Redemption Price, or any portion thereof, at 10% per annum.

     D. PROCEDURE FOR REDEMPTION. (i) In the event that fewer than all the
outstanding shares of Debenture Stock are to be redeemed, the number of shares
to be redeemed shall be determined by the Board and the shares to be redeemed
shall be selected by lot or PRO RATA (with any fractional shares being rounded
to the nearest whole share) as may be determined by the Board.


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          (ii) In the event the Corporation shall redeem Debenture Stock, notice
of such redemption shall be given by first class mail, postage prepaid, mailed
not less than 30 days nor more than 60 days prior to the redemption date, to
each holder of record of the shares to be redeemed at such holder's address as
the same appears on the stock register of the Corporation on the date of such
mailing; PROVIDED that neither the failure to give such notice nor any defect
therein shall affect the validity of the giving of notice for the redemption of
any of the Debenture Stock to be redeemed except as to the holder to whom the
Corporation has failed to give said notice or except as to the holder whose
notice was defective. Each such notice shall state: (x) the redemption date; (y)
the number of shares of Debenture Stock to be redeemed and, if fewer than all
the shares held by such holder are to be redeemed, the number of shares to be
redeemed from such holder; (z) the redemption price; and (aa) the place or
places where certificates for such shares are to be surrendered for payment of
the redemption price.

          (iii) Notice having been mailed as aforesaid, from and after the
redemption date (unless the Corporation defaults in the payment of the
redemption price of the shares called for redemption), all rights of the holders
of such Debenture Stock (except the right to receive from the Corporation the
redemption price) shall cease. Upon surrender in accordance with said notice of
the certificates for any shares so redeemed (properly endorsed or assigned for
transfer, if the Board of the Corporation shall so require and the notice shall
so state), such shares shall be redeemed by the Corporation at the Redemption
Price aforesaid. In case fewer than all the shares represented by any such
certificate are redeemed, a new certificate shall be issued, representing the
unredeemed shares, without cost to the holder thereof.

     E. VOTING RIGHTS. The holders of Debenture Stock shall not be entitled to
any voting rights, except as provided by law; provided, however, that no Senior
Securities shall be issued by the Corporation, and no debts for borrowed money
shall be created or established by the Corporation, without the approval of all
of the holders of the Debenture Stock.

     F. OTHER REMEDIES FOR DEFAULT. If the Corporation fails to redeem the
Debenture Stock on any scheduled redemption date, holders thereof shall be
entitled to any and all other customary creditors' rights available under New
York law.

     G. GENERAL PROVISIONS. (i) The term "outstanding", when used with reference
to shares of stock, shall mean issued shares, excluding shares held by the
Corporation or a subsidiary of the Corporation.

          (ii) The headings of the paragraphs, subparagraphs, clauses and
subclauses of this Certificate of Designations are for convenience of reference
only and shall not define, limit or affect any of the provisions hereof.

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          (iii) Each holder of Debenture Stock, by acceptance thereof,
acknowledges and agrees that payments of the Redemption Price and repurchase of
such securities by the Corporation are subject to restrictions on the
Corporation contained in certain credit and financing agreements.

     H. COLLATERAL. In order to secure the due and punctual payment of the
Redemption Price on the Debenture Stock when and as the same shall be due and
payable, as well as performance of all other obligations of the Company to the
holders of the Debenture Stock, the Company will, pursuant to a Pledge Agreement
to be entered into between the Company and the holders of Debenture Stock make
an assignment of its right, title and interest in and to the Pledged Collateral
(as such term is defined in such Pledge Agreement) to the holders of Debenture
Stock and to the extent therein provided. Each holder of Debenture Stock, by its
acceptance of Debenture Stock, consents, agrees to and becomes a party to the
terms of the Pledge Agreement (including, without limitation, the provisions
providing for foreclosure and release of Pledged Collateral) as the same may be
in effect or may be amended from time to time in accordance with the terms
thereof and hereof. The Company (a) will forever warrant and defend the title to
the Pledged Collateral against the claims of all persons whatsoever, (b) will
execute, acknowledge and deliver to the holders of Debenture Stock such further
assignments, transfers, assurances or other instruments, and (c) will do or
cause to be done all such acts and things as may be necessary or proper, in each
case to assure and confirm to the holders the security interest in the Pledged
Collateral contemplated hereby and by the Pledge Agreement or any part thereof,
as from time to time constituted, so as to render the same available for the
security and benefit of the Debenture Stock secured hereby, according to the
intent and purposes herein expressed. The Company shall take, or cause Poland
Cablevision (Netherlands) B.V. to take, any and all actions reasonably required
to cause the Pledge Agreement to create and maintain, as security for the
obligations of the Company arising under the Debenture Stock and the Pledge
Agreement, a valid and enforceable first priority lien in and on the Pledged
Collateral, in favor of the holders, subject only to the holders of the
Company's outstanding 9 7/8% Senior Notes and 9 7/8% Series B Senior Notes being
equally and ratably secured herewith.

     SECTION 6. LIQUIDATION PREFERENCES OF PREFERRED STOCK.

     A. Subject to Section 6(B) and Section 5(B), upon the event of any
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Corporation, after payment or provisions for the payment of the debts and
other liabilities of the Corporation, the assets then available for distribution
to the shareholders shall be distributed subject to Section 5(B) as follows:

          (1) First to the holders of the Series A Preferred Stock, to the
          extent available, in an amount equal to $10,000.00 per share (the
          "Series A


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          Liquidation Preference"), but if the funds available therefor are
          insufficient, then to the holders of Series A Preferred Stock on a pro
          rata basis in accordance with the number of shares held by each
          holder.

          (2) Second to the holders of the Series C Preferred Stock, to the
          extent available, in an amount equal to $10,000.00 per share (the
          "Series C Liquidation Preference"), but if the funds available
          therefor are insufficient, then to the holders of Series C Preferred
          Stock on a pro-rata basis in accordance with the number of shares held
          by each holder.

          (3) After distribution in accordance with clauses (1) and (2) above,
          all remaining assets available for distribution to the shareholders
          shall be distributed to the holders of shares of the outstanding
          Common Stock on a pro rata basis in accordance with the number of
          shares held by each holder.

     B. Upon the event of any voluntary or involuntary liquidation, dissolution
or winding up of the affairs of the Corporation that occurs after the IPO
Closing, after payment or provisions for the payment of the debts and other
liabilities of the Corporation, the assets then available for distribution to
the shareholders shall be distributed as follows: first, an amount equal to the
aggregate Series A Liquidation Preference and Series C Liquidation Preference
for all outstanding shares of Series A Preferred Stock and Series C Preferred
Stock, respectively, shall be distributed pro rata among all holders of the
Series A Preferred Stock and the Series C Preferred Stock based on the number of
shares held by each holder; second, all remaining assets available for
distribution to the shareholders shall be distributed to the holders of the
outstanding Common Stock on a pro rata basis in accordance with the number of
shares held by each holder.

     C. Notwithstanding the foregoing, the Series A Liquidation Preference or
the Series C Liquidation Preference, as the case may be, shall be adjusted
proportionately in the event that the number of shares of such series of
preferred stock is adjusted into a lesser number of shares or adjusted into a
greater number of shares.

                                    ARTICLE V

                 AGENT FOR SERVICE OF PROCESS; REGISTERED AGENT

     The Secretary of State is designated as agent of the Corporation upon whom
process against it may be served. The post office address to which the




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Secretary of State shall mail a copy of any process against the Corporation
served upon him is:

                           Corporation Service Company
                                 80 State Street
                                    6th Floor
                             Albany, New York 12207

Corporation Service Company is hereby designated as the Corporation's Registered
Agent, the agent upon whom process may be served. Corporation Service Company's
post office address is:

                                 80 State Street
                                    6th Floor
                             Albany, New York 12207

                                   ARTICLE VI

                                PREEMPTIVE RIGHTS

     No shareholder of the Corporation shall have preemptive rights to acquire
shares of the Corporation, and such rights are specifically denied by this
Article VI.


                                   ARTICLE VII

                                    DIRECTORS

     The Board of Directors of the Corporation shall consist of three (3)
directors, unless a different number shall be established by amendment to this
Certificate of Incorporation.


                                  ARTICLE VIII

                         LIMITED LIABILITY OF DIRECTORS

     No director of the Corporation shall have liability for monetary damages
for breach of duty as a director if such breach did not (A) involve a knowing
and culpable violation of law by the director; (B) enable the director or an
Associate (as defined herein) to receive an improper personal economic gain; (C)
show a lack of good faith and a conscious disregard for the duty of the director
to the Corporation under circumstances in which the director was aware that his
conduct or omission created an unjustifiable risk of serious injury to the
Corporation; (D) constitute a sustained and unexcused pattern of inattention
that amounted to an abdication of the director's duty to the Corporation; or (E)
create liability under an applicable provision of the laws of the State of New
York which cannot be limited or made inapplicable by this Article. For purposes
hereof, "Associate" of a director means (A) any corporation or organization of
which such person is an officer or partner or is, directly or indirectly, the
beneficial owner of ten percent or more of any class of voting stock; (B) any
trust or other estate in which such person has at least


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a ten percent beneficial interest or as to which such person serves as trustee
or in a similar fiduciary capacity; and (C) any relative or spouse of such
person, or any relative of such spouse, who has the same home as such person.


                                   ARTICLE IX

                                 INDEMNIFICATION

     SECTION 1. DEFINITIONS. As used in this Article IX:

     A. "Agent" means any person who is or was an agent of the Corporation and
any person who, while an agent of the Corporation, is or was serving at the
request of the Corporation as a director, officer, partner, trustee, employee or
agent of another Enterprise.

     B. "Corporation" includes any domestic or foreign predecessor entity of the
Corporation in a merger, consolidation or other transaction in which the
predecessor's existence ceased upon consummation of such transaction.

     C. "Director" means any person who is or was a director of the Corporation
and who, while a director of the Corporation, is or was serving at the request
of the Corporation as a director, officer, partner, trustee, employee or agent
of another Enterprise or as a fiduciary of an employee benefit plan or trust
maintained for the benefit of employees of the Corporation or employees of any
other Enterprise.

     D. "Eligible Outside Party" means any person who, although not a
shareholder, director, officer, employee or agent of the Corporation, is or was
serving solely at the request of the Corporation as a director, officer,
partner, trustee, employee or agent of another Enterprise.

     E. "Employee" means any person who is or was an employee of the Corporation
and any person who, while an employee of the Corporation, is or was serving at
the request of the Corporation as a director, officer, partner, trustee,
employee or agent of another Enterprise or as a fiduciary of an employee benefit
plan or trust maintained for the benefit of employees of the Corporation or
employees of any other Enterprise.

     F. "Enterprise" means any other foreign or domestic Corporation,
partnership, joint venture, trust or other enterprise, other than an employee
benefit plan or trust.

     G. "Expenses" include attorneys' fees.

     H. "Officer" means any person who is or was an officer of the Corporation
and any person who, while an officer of the Corporation, is or was serving at
the request of the Corporation as a director, officer, partner, trustee,
employee or agent of another


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Enterprise or as a fiduciary of an employee benefit plan or trust maintained for
the benefit of employees of the Corporation or employees of any other
Enterprise.

     I. "Party" includes a person who was, is, or is threatened to be made, a
defendant or respondent in a proceeding.

     J. "Proceeding" means any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, and shall
include any appeal therein.

     K. "Shareholder" means any person who is or was a shareholder of the
Corporation and any person who, while a shareholder of the Corporation, is or
was serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another Enterprise.

     SECTION 2. SCOPE OF INDEMNIFICATION.

     A. Except as otherwise provided in this Article IX or in the laws of the
State of New York, the Corporation shall indemnify any person made a Party to
any Proceeding, other than an action by or in the right of the Corporation, by
reason of the fact that he, or the person whose legal representative he is, is
or was a shareholder, director, officer, employee or agent of the Corporation,
or an Eligible Outside Party, against judgments, fines, penalties, amounts paid
in settlement and reasonable Expenses actually incurred by him, and the person
whose legal representative he is, in connection with such Proceeding. The
Corporation shall not so indemnify any such person unless (1) such person, and
the person whose legal representative he is, was successful on the merits in the
defense of any proceeding referred to in this subsection, or (2) it shall be
concluded as provided in subsection C of this Section 2 that such person, and
the person whose legal representative he is, acted in good faith and in a manner
he reasonably believed to be in the best interests of the Corporation, or in the
case of a person serving as a fiduciary of an employee benefit plan or trust,
either in the best interests of the Corporation or in the best interests of the
participants and beneficiaries of such employee benefit plan or trust and
consistent with the provisions of such employee benefit plan or trust and, with
respect to any criminal action or proceeding, that they had no reasonable cause
to believe his conduct was unlawful, or (3) the court, on application as
provided in subsection D of this Section 2, shall have determined that in view
of all circumstances such person is fairly and reasonably entitled to be
indemnified, and then for such amount as the court shall determine; except that,
in connection with an alleged claim based upon his purchase or sale of
securities of the Corporation or another Enterprise, which he serves or served
at the request of the Corporation, the Corporation shall only indemnify such
person after the court shall have determined, on application as provided in
subsection D of this Section 2, that in view of all the circumstances such
person is fairly and reasonably entitled to be indemnified, and then for such
amount as the court shall determine. The termination of any Proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the person did not
act in good faith or in a manner which he did not reasonably believe to be in
the best


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interests of the Corporation or of the participants and beneficiaries of such
employee benefit plan or trust and consistent with the provisions of such
employee benefit plan or trust, or, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.

     B. Except as otherwise provided in this Article IX or in the laws of the
State of New York, the Corporation shall indemnify any person made a Party to
any Proceeding, by or in the right of the Corporation, to procure a judgment in
its favor by reason of the fact that he, or the person whose legal
representative he is, is or was a Shareholder, director, officer, employee or
agent of the Corporation, or an Eligible Outside Party, against reasonable
Expenses actually incurred by him in connection with such proceeding in relation
to matters as to which such person, or the person whose legal representative he
is, is finally adjudged not to have breached his duty to the Corporation, or
where the court, on application as provided in subsection D of this Section 2,
shall have determined that in view of all the circumstances such person is
fairly and reasonably entitled to be indemnified, and then for such amount as
the court shall determine. The Corporation shall not so indemnify any such
person for amounts paid to the Corporation, to a plaintiff or to counsel for a
plaintiff in settling or otherwise disposing of a Proceeding which is settled or
otherwise disposed of without court approval.

     C. The conclusion provided for in subsection A of this Section 2 may be
reached by any one of the following: (1) The Board of Directors of the
Corporation by a consent in writing signed by a majority of those directors who
were not Parties to such Proceeding; (2) independent legal counsel selected by a
consent in writing signed by a majority of those directors who were not Parties
to such Proceeding; (3) in the case of any Employee or Agent who is not an
officer or Director of the Corporation, the Corporation's general counsel with
respect to any matter for which the amount to be indemnified hereunder is less
than $100,000; or (4) the shareholders of the Corporation by the affirmative
vote of at least fifty-five percent (55%) of the voting power of shares not
owned by Parties to such Proceeding, represented at an annual or special meeting
of Shareholders, duly called with notice of such purpose stated. Such person
shall also be entitled to apply to a court for such conclusion, upon application
as provided in subsection D, even though the conclusion reached by any of the
foregoing shall have been adverse to him or to the person whose legal
representative he is.

     D. Where an application for indemnification or for a conclusion as provided
in this Section 2 is made to a court, it shall be made to the court for the
judicial district where the principal office of the Corporation is located. The
application shall be made in such manner and form as any be required by the
applicable rules of the court, or in the absence thereof, by direction of the
court. The court may also direct that notice be given in such manner as it may
require at the expense of the Corporation to the Shareholders of the Corporation
and to such other persons as the court may designate. In the case of an
application to a court in which a Proceeding is pending in which the person
seeking indemnification is a Party by reason of the fact that he, or the person
whose legal representative he is, is or was serving at the request of the
Corporation as a Director, partner, trustee, Officer, Employee or Agent of
another Enterprise, or as a fiduciary of an


<Page>

employee benefit plan or trust maintained for the benefit of employees of any
other enterprise, timely notice of such application shall be given by such
person to the Corporation.

     E. Expenses which may be indemnifiable under this section incurred in
defending a proceeding may be paid by the Corporation in advance of the final
disposition of such proceeding as authorized by the Board of Directors upon
agreement by or on behalf of the Shareholder, Director, Officer, Employee, Agent
or Eligible Outside Party, or his legal representative, to repay such amount if
he is later found not to be entitled to indemnification by the Corporation as
authorized in this Article IX.

     F. The Corporation shall not indemnify any Shareholder, Director, Officer,
Employee, Agent or Eligible Outside Party, other than a Shareholder, Director,
Officer, Employee, Agent or Eligible Outside Party who is or was serving at the
request of the Corporation as a Director, Officer, partner, trustee, Employee or
Agent of another enterprise, against judgments, fines, penalties, amounts paid
in settlement and expenses to an extent either greater or less than that
authorized in this Article IX. Notwithstanding the foregoing, except as
otherwise provided in the laws of the State of New York, the Corporation may
procure insurance providing greater indemnification and may share the premium
cost with any Shareholder, Director, Officer, Employee, Agent or Eligible
Outside Party on such basis as may be agreed upon.

     SECTION 3. VALIDITY. If this Article IX or any portion thereof shall be
invalidated on any grounds by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Director, Officer, Employee, Agent
and Shareholder of the Corporation as to expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any action, suit
or proceeding, whether civil, criminal, administrative or investigative,
including, without limitation, a grand jury proceeding any action, suit or
proceeding by or in the right of the Corporation, to the fullest extent
permitted by any applicable portion of this Article IX that shall not have been
invalidated, by the Business Corporation Law of New York or by any other
applicable law.



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         IN WITNESS WHEREOF, we have subscribed this document as the date set
forth below and do hereby affirm, under the penalties of perjury, that the
statements contained therein have been examined by us and are true and correct.




March 8, 2002



                                                       /s/ Dorothy Hansberry
                                                       -------------------------
                                                        Name: Dorothy Hansberry
                                                        Title: General Counsel
                                                               & Vice President