<PAGE>   1


                                                                     EXHIBIT 3.4

                                RESTATED BY-LAWS

                                       OF

                           LIN TELEVISION CORPORATION








Originally adopted on November 15, 1994
Amendments are listed on p. i
<PAGE>   2
                           LIN TELEVISION CORPORATION

                                   AMENDMENTS

<TABLE>
<CAPTION>
                                                              Date of
  Section                  Effect of Amendment               Amendment
-----------           ------------------------------     -----------------
<S>                   <C>                                <C>
</TABLE>





                                     -i-
<PAGE>   3

                                     CONTENTS

<TABLE>
<S>                                                                                        <C>
SECTION 1.  OFFICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

SECTION 2.  STOCKHOLDERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
  2.1       Annual Meeting    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
  2.2       Special Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
  2.3       Place of Meeting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
  2.4       Notice of Meeting   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
  2.5       Business for Stockholders' Meetings   . . . . . . . . . . . . . . . . . . . . .  2
            2.5.1         Business at Annual Meetings   . . . . . . . . . . . . . . . . . .  2
            2.5.2         Business at Special Meetings    . . . . . . . . . . . . . . . . .  3
            2.5.3         Notice to Corporation   . . . . . . . . . . . . . . . . . . . . .  3
  2.6       Waiver of Notice    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
            2.6.1         Waiver in Writing   . . . . . . . . . . . . . . . . . . . . . . .  4
            2.6.2         Waiver by Attendance    . . . . . . . . . . . . . . . . . . . . .  4
  2.7       Fixing of Record Date for Determining Stockholders    . . . . . . . . . . . . .  4
            2.7.1         Meetings    . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
            2.7.2         Consent to Corporate Action Without a Meeting . . . . . . . . . .  4
            2.7.3         Dividends, Distributions and Other Rights   . . . . . . . . . . .  5
  2.8       Voting List     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
  2.9       Quorum  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
  2.10      Manner of Acting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
  2.11      Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
            2.11.1        Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
            2.11.2        Delivery to Corporation; Duration . . . . . . . . . . . . . . . .  7
  2.12      Voting of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
  2.13      Voting for Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
  2.14      Action by Stockholders Without a Meeting. . . . . . . . . . . . . . . . . . . .  7
  2.15      Inspectors of Election. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
            2.15.1        Appointment.. . . . . . . . . . . . . . . . . . . . . . . . . . .  7
            2.15.2        Duties   . .. . . . . . . . . . . . . . . . . . . . . . . . . . .  8

SECTION 3.  BOARD OF DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
  3.1       General Powers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
  3.2       Number and Tenure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
  3.3       Nomination and Election . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
            3.3.1         Nomination . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
            3.3.2         Election  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
  3.4       Annual and Regular Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . 10
  3.5       Special Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>


                                     -ii-

<PAGE>   4
<TABLE>
<S>                                                                                        <C>   
  3.6       Meetings by Telephone   . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
  3.7       Notice of Special Meetings  . . . . . . . . . . . . . . . . . . . . . . . . .  11
  3.8       Waiver of Notice  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
            3.8.1         In Writing  . . . . . . . . . . . . . . . . . . . . . . . . . .  11
            3.8.2         By Attendance . . . . . . . . . . . . . . . . . . . . . . . . .  11
  3.9       Quorum  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
  3.10      Manner of Acting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
  3.11      Action by Board or Committees Without a Meeting   . . . . . . . . . . . . . .  12
  3.12      Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
  3.13      Removal   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
  3.14      Vacancies   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
  3.15      Chairman and Vice Chairman of the Board   . . . . . . . . . . . . . . . . . .  12
  3.16      Committees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
            3.16.1        Creation and Authority of Committees. . . . . . . . . . . . . .  13
            3.16.2        Audit Committee . . . . . . . . . . . . . . . . . . . . . . . .  14
            3.16.3        Compensation Committee. . . . . . . . . . . . . . . . . . . . .  14
            3.16.4        Retirement Benefit Plans Committee. . . . . . . . . . . . . . .  14
            3.16.5        Minutes of Meetings . . . . . . . . . . . . . . . . . . . . . .  15
            3.16.6        Quorum and Manner of Acting . . . . . . . . . . . . . . . . . .  15
            3.16.7        Resignation . . . . . . . . . . . . . . . . . . . . . . . . . .  15
            3.16.8        Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
  3.17      Compensation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15

SECTION 4.  OFFICERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
  4.1       Number  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
  4.2       Election and Term of Office   . . . . . . . . . . . . . . . . . . . . . . . .  16
  4.3       Resignation   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
  4.4       Removal   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
  4.5       Vacancies   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
  4.6       President   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
  4.7       Vice President  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
  4.8       Secretary   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
  4.9       Treasurer   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
  4.10      Salaries  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18

SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS  . . . . . . . . . . . . . . . . . . . .  18
  5.1       Contracts   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
  5.2       Loans to the Corporation  . . . . . . . . . . . . . . . . . . . . . . . . . .  18
  5.3       Checks, Drafts, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
  5.4       Deposits  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
</TABLE>




                                    -iii-
<PAGE>   5
<TABLE>
<S>                                                                                        <C> 
SECTION 6.  CERTIFICATES FOR SHARES AND THEIR TRANSFER. . . . . . . . . . . . . . . . . .  19
  6.1       Issuance of Shares  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
  6.2       Certificates for Shares   . . . . . . . . . . . . . . . . . . . . . . . . . .  19
  6.3       Stock Records   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
  6.4       Restriction on Transfer   . . . . . . . . . . . . . . . . . . . . . . . . . .  20
  6.5       Transfer of Shares  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
  6.6       Lost or Destroyed Certificates  . . . . . . . . . . . . . . . . . . . . . . .  20
  6.7       Shares of Another Corporation   . . . . . . . . . . . . . . . . . . . . . . .  21

SECTION 7.  BOOKS AND RECORDS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

SECTION 8.  ACCOUNTING YEAR   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

SECTION 9.  SEAL  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

SECTION 10. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
  10.1      Indemnification   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
  10.2      Insurance, Contracts and Funding  . . . . . . . . . . . . . . . . . . . . . .  22
  10.3      Indemnification; Not Exclusive Right  . . . . . . . . . . . . . . . . . . . .  22
  10.4      Advancement of Expenses; Procedures; Presumptions
            and Effect of Certain Proceedings; Remedies   . . . . . . . . . . . . . . . .  23
  10.5      Effect of Amendments  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
  10.6      Severability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
  10.7      Indemnification of Employees and Agents   . . . . . . . . . . . . . . . . . .  25
  10.8      Persons Serving Other Entities  . . . . . . . . . . . . . . . . . . . . . . .  25

SECTION 11. AMENDMENTS OR REPEAL  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26

SECTION 12. OWNERSHIP OR VOTING BY ALIENS . . . . . . . . . . . . . . . . . . . . . . . .  26
</TABLE>



                                     -iv-
<PAGE>   6
                                RESTATED BY-LAWS
                                       OF
                           LIN TELEVISION CORPORATION

SECTION 1. OFFICES

      The principal office of the corporation shall be located at its principal
place of business or such other place as the Board of Directors (the "Board")
may designate. The corporation may have such other offices, either within or
without the State of Delaware, as the Board may designate or as the business of
the corporation may require from time to time.

SECTION 2. STOCKHOLDERS

      2.1  ANNUAL MEETING

      The annual meeting of the stockholders shall be held the first Tuesday in
May in each year at the principal office of the corporation or such other place
designated by the Board for the purpose of electing Directors and transacting
such other business as may properly come before the meeting. If the day fixed
for the annual meeting is a legal holiday at the place of the meeting, the
meeting shall be held on the next succeeding business day. If the annual
meeting is not held on the date designated therefor, the Chairman of the Board,
the President or the Board shall cause the meeting to be held on such other
date as may be convenient. At any time prior to the commencement of the annual
meeting, the Board may postpone the annual meeting for a period of up to 120
days from the date fixed for such meeting in accordance with this subsection
2.1.

      2.2  SPECIAL MEETINGS

      The Chairman of the Board, the President or the Board may call special
meetings of the stockholders for any purpose. Holders of at least a majority of
all the outstanding shares of the corporation entitled to vote at the meeting
may call special meetings of the stockholders for any purpose by giving notice
to the corporation, as specified in subsection 2.5.3 hereof.

      2.3  PLACE OF MEETING

      All meetings shall be held at the principal office of the corporation or
at such other place within or without the State of Delaware designated by the
Board, by any
<PAGE>   7
persons entitled to call a meeting hereunder or in a waiver of notice signed
by all of the stockholders entitled to notice of the meeting.

      2.4  NOTICE OF MEETING

      The Chairman of the Board, the President, the Secretary or the Board
calling an annual or special meeting of stockholders as provided for herein,
shall cause to be delivered to each stockholder entitled to notice of or to
vote at the meeting either personally or by mail, not less than 20 nor more
than 60 days before the meeting, written notice stating the place, day and hour
of the meeting and, in the case of a special meeting, the purpose or purposes
for which the meeting is called. Upon written request of the holders of not
less than the number of outstanding shares of the corporation specified in
subsection 2.2 hereof, the stockholders may request that the corporation call a
special meeting of stockholders. Upon such a request, it shall be the duty of
the Secretary to give notice, within 60 days after receipt of said request, of a
special meeting of stockholders to be held on such date and at such place and
hour as the Secretary may fix, and if the Secretary shall neglect or refuse to
issue such notice, the person making the request may do so and may fix the date
for such meeting. If such notice of any stockholders' meeting is mailed, it
shall be deemed delivered when deposited in the official government mail
properly addressed to the stockholder at such stockholder's address as it
appears on the stock transfer books of the corporation with postage prepaid. If
the notice is telegraphed, it shall be deemed delivered when the content of the
telegram is delivered to the telegraph company. Notice given in any other
manner shall be deemed delivered when dispatched to the stockholder's address,
telephone number or other number appearing on the stock transfer records of the
corporation.

      2.5  BUSINESS FOR STOCKHOLDERS' MEETINGS

           2.5.1       BUSINESS AT ANNUAL MEETINGS

      In addition to the election of directors, other proper business may be
transacted at an annual meeting of stockholders, provided that such business is
properly brought before such meeting. To be properly brought before an annual
meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto), (b) otherwise brought before the meeting by or at the
direction of the Board or the chairman of the meeting or (c) otherwise properly
brought before the meeting by a stockholder. For business to be properly
brought before an annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary of the corporation. To
be timely, a stockholder's notice must be delivered to, or mailed and received
at, the principal executive offices of the corporation, not less than 60 days
or more than 90 days prior to the meeting; provided, however, that in the event
that less





                                      -2-
<PAGE>   8
than 70 days notice or prior public disclosure of the date of the meeting is
given or made to stockholders, notice by the stockholder must be received not
later than the close of business on the 10th day following the date on which
such notice of the date of the annual meeting was mailed or such public
disclosure was made. Any such stockholder notice shall set forth (i) the name
and address of the stockholder proposing such business; (ii) a representation
that the stockholder is entitled to vote at such meeting and a statement of the
number of shares of the corporation which are beneficially owned by the
stockholder; (iii) a representation that the stockholder intends to appear in
person or by proxy at the meeting to propose such business; and (iv) as to each
matter 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, the language of the
proposal (if appropriate), and any material interest of the stockholder in such
business. No business shall be conducted at any annual meeting of stockholders
except in accordance with this subsection 2.5.1. If the facts warrant, the
Board, or the chairman of an annual meeting of stockholders, may determine and
declare (a) that a proposal does not constitute proper business to be
transacted at the meeting or (b) that business was not properly brought before
the meeting in accordance with the provisions of this subsection 2.5.1 and, if,
in either case, it is so determined, any such business shall not be transacted.
The procedures set forth in this subsection 2.5.1 for business to be properly
brought before an annual meeting by a stockholder are in addition to, and not
in lieu of, the requirements set forth in Rule 14a-8 under Section 14 of the
Securities Exchange Act of 1934, as amended, or any successor provision.

           2.5.2       BUSINESS AT SPECIAL MEETINGS

      At any special meeting of the stockholders, only such business as is
specified in the notice of such special meeting given by or at the direction of
the person or persons calling such meeting, in accordance with subsection 2.4
hereof, shall come before such meeting.

           2.5.3       NOTICE TO CORPORATION

      Any written notice required to be delivered by a stockholder to the
corporation pursuant to subsection 2.4, subsection 2.5.1 or subsection 2.5.2
hereof must be given, either by personal delivery or by registered or certified
mail, postage prepaid, to the Secretary at the corporation's executive offices.





                                      -3-
<PAGE>   9
      2.6  WAIVER OF NOTICE

           2.6.1       WAIVER IN WRITING

      Whenever any notice is required to be given to any stockholder under the
provisions of these By-laws, the Restated Certificate of Incorporation or the 
General Corporation Law of the State of Delaware, as now or hereafter amended
(the "DGCL"), a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.

           2.6.2       WAIVER BY ATTENDANCE

      The attendance of a stockholder at a meeting shall constitute a waiver of
notice of such meeting, except when a stockholder attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

      2.7  FIXING OF RECORD DATE FOR DETERMINING STOCKHOLDERS

           2.7.1       MEETINGS

      For the purpose of determining stockholders entitled to notice of and to
vote at any meeting of stockholders or any adjournment thereof, the Board may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board, and which record
date shall not be more than 60 (or the maximum number permitted by applicable
law) nor less than 10 days before the date of such meeting. If no record date
is fixed by the Board, the record date for determining stockholders entitled to
notice of and to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. A determination of stockholders of record entitled
to notice of and to vote at the meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board may fix a new
record date for the adjourned meeting.

           2.7.2       CONSENT TO CORPORATE ACTION WITHOUT A MEETING

      For the purpose of determining stockholders entitled to consent to
corporate action in writing without a meeting, the Board may fix a record date,
which record date shall not precede the date upon which the resolution fixing
the record date is adopted by the Board, and which date shall not be more than
10 (or the maximum number permitted by applicable law) days after the date upon
which the resolution





                                      -4-
<PAGE>   10
fixing the record date is adopted by the Board. If no record date has been
fixed by the Board, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting, when no prior action
by the Board is required by Chapter 1 of the DGCL, shall be the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the corporation by delivery to its registered office in
the State of Delaware, its principal place of business, or an officer or agent
of the corporation having custody of the book in which proceedings of meetings
of stockholders are recorded. Delivery made to the corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board and prior action by
the Board is required by Chapter 1 of the DGCL, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the Board adopts
the resolution taking such prior action.

           2.7.3       DIVIDENDS, DISTRIBUTIONS AND OTHER RIGHTS

      For the purpose of determining stockholders entitled to receive payment
of any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted, and which record
date shall be not more than 60 (or the maximum number permitted by applicable
law) days prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board adopts the resolution relating thereto.

      2.8  VOTING LIST

      At least 10 days before each meeting of stockholders, a complete list of
the stockholders entitled to vote at such meeting, or any adjournment thereof,
shall be made, arranged in alphabetical order, with the address of and number
of shares held by each stockholder. This list shall be open to examination by
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of 10 days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. This list shall also be produced and kept at such
meeting for inspection by any stockholder who is present.

      2.9  QUORUM

      A majority of the outstanding shares of the corporation entitled to vote,
present in person or represented by proxy at the meeting, shall constitute a
quorum at a





                                      -5-
<PAGE>   11
meeting of the stockholders; provided, that where a separate vote by a class or
classes is required, a majority of the outstanding shares of such class or
classes, present in person or represented by proxy at the meeting, shall
constitute a quorum entitled to take action with respect to that vote on that
matter. If less than a majority of the outstanding shares entitled to vote are
represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. If a quorum is present
or represented at a reconvened meeting following such an adjournment, any
business may be transacted that might have been transacted at the meeting as
originally called. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

      2.10 MANNER OF ACTING

      In all matters other than the election of Directors, if a quorum is
present, the affirmative vote of the majority of the outstanding shares present
in person or represented by proxy at the meeting and entitled to vote on the
subject matter shall be the act of the stockholders, unless the vote of a
greater number is required by these By-laws, the Restated Certificate of
Incorporation or the DGCL. Where a separate vote by a class or classes is
required, if a quorum of such class or classes is present, the affirmative vote
of the majority of outstanding shares of such class or classes present in
person or represented by proxy at the meeting shall be the act of such class or
classes. Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote
on the election of Directors.

      2.11 PROXIES

           2.11.1      APPOINTMENT

      Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for such stockholder by proxy. Such
authorization may be accomplished by (a) the stockholder or such stockholder's
authorized officer, director, employee or agent executing a writing or causing
his or her signature to be affixed to such writing by any reasonable means,
including facsimile signature or (b) by transmitting or authorizing the
transmission of a telegram, cablegram or other means of electronic transmission
to the intended holder of the proxy or to a proxy solicitation firm, proxy
support service or similar agent duly authorized by the intended proxy holder
to receive such transmission; provided, that any such telegram, cablegram or
other electronic transmission must either set forth or be accompanied by
information from which it can be determined that the telegram, cablegram or
other





                                      -6-
<PAGE>   12
electronic transmission was authorized by the stockholder. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or transmission
by which a stockholder has authorized another person to act as proxy for such
stockholder may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of
the entire original writing or transmission.

           2.11.2      DELIVERY TO CORPORATION; DURATION

      A proxy shall be filed with the Secretary before or at the time of the
meeting or the delivery to the corporation of the consent to corporate action
in writing. A proxy shall become invalid three years after the date of its
execution unless otherwise provided in the proxy. A proxy with respect to a
specified meeting shall entitle the holder thereof to vote at any reconvened
meeting following adjournment of such meeting but shall not be valid after the
final adjournment thereof.

      2.12 VOTING OF SHARES

      Unless otherwise provided in the Restated Certificate of Incorporation
and subject to the provisions of the DGCL, each stockholder shall be entitled
to one vote for each share of capital stock held by such stockholder.

      2.13 VOTING FOR DIRECTORS

      Each stockholder entitled to vote at an election of Directors may vote,
in person or by proxy, the number of shares owned by such stockholder for as
many persons as there are Directors to be elected and for whose election such
stockholder has a right to vote.

      2.14 ACTION BY STOCKHOLDERS WITHOUT A MEETING

      Action may be taken by the stockholders of the corporation without a
meeting, without prior notice and without a vote, in accordance with the terms
of Section 228 of the DGCL.

      2.15 INSPECTORS OF ELECTION

           2.15.1      APPOINTMENT

      In advance of any meeting of stockholders, the Board shall appoint one or
more persons to act as inspectors of election at such meeting and to make a
written report thereof. The Board may designate one or more persons to serve as
alternate inspectors to serve in place of any inspector who is unable or fails
to act. If no





                                      -7-
<PAGE>   13
inspector or alternate is able to act at a meeting of stockholders, the
chairman of such meeting shall appoint one or more persons to act as inspector
of elections at such meeting.

           2.15.2      DUTIES

      The inspectors of election shall:

           (a)   ascertain the number of shares of the corporation outstanding
      and the voting power of each such share;

           (b)   determine the shares represented at the meeting and the
      validity of proxies and ballots;

           (c)   count all votes and ballots;

           (d)   determine and retain for a reasonable period of time a record
      of the disposition of any challenges made to any determination by them;
      and

           (e)   certify their determination of the number of shares
      represented at the meeting and their count of the votes and ballots.

      The validity of any proxy or ballot shall be determined by the inspectors
of election in accordance with the applicable provisions of these By-laws and
the DGCL as then in effect. In determining the validity of any proxy
transmitted by telegram, cablegram or other electronic transmission, the
inspectors shall record in writing the information upon which they relied in
making such determination. Each inspector of elections shall, before entering
upon the discharge of his or her duties, take and sign an oath to faithfully
execute the duties of inspector with strict impartiality and according to the
best of his or her ability. The inspectors of election may appoint or retain
other persons or entities to assist them in the performance of their duties.

SECTION 3. BOARD OF DIRECTORS

      3.1  GENERAL POWERS

      The business and affairs of the corporation shall be managed by the
Board.

      3.2  NUMBER AND TENURE

      The Board shall be composed of not less than three nor more than 15
Directors, the specific number to be set by resolution of the Board, provided
that the Board may consist of fewer than three Directors until vacancies are
filled.  The maximum and minimum numbers of Directors may be changed from time
to time by amendment to





                                      -8-
<PAGE>   14
these By-laws, but no decrease in the number of Directors shall have the effect
of shortening the term of any incumbent Director. Unless a Director resigns or
is removed, his or her term of office shall expire at the next annual meeting
of stockholders or upon the election of his or her successor. Directors need
not be stockholders of the corporation or residents of the State of Delaware.

      3.3  NOMINATION AND ELECTION

           3.3.1       NOMINATION

      Only persons who are nominated in accordance with the following
procedures shall be eligible for election as Directors at a meeting of
stockholders. Nominations for the election of Directors may be made (a) by or
at the direction of the Board or (b) by any stockholder of record entitled to
vote for the election of Directors at such meeting. Any stockholder entitled to
vote for the election of directors at a meeting may nominate persons for
election as directors only if written notice of such nomination is given in a
timely manner. To be timely, a stockholder's notice must be delivered to, or
mailed and received at, the principal executive offices of the corporation, (i)
with respect to an election to be held at an annual meeting of stockholders,
not less than 60 days or more than 90 days prior to the meeting, provided,
however, that in the event that less than 70 days notice or prior public
disclosure of the date of the annual meeting is given or made to stockholders,
notice by the stockholder must be received not later than the close of business
on the 10th day following the date on which such notice of the date of such
meeting was mailed or such public disclosure was made and (ii) with respect to
an election to be held at a special meeting of stockholders for the election of
directors, not later than the close of business on the 7th day following the
date on which notice of the date of such meeting was mailed or public
disclosure of the date of such meeting was made. Any such stockholder's notice
shall set forth (a) the name and address of the stockholder who intends to make
a nomination; (b) a representation that the stockholder is entitled to vote at
such meeting and a statement of the number of shares of the corporation which
are beneficially owned by the stockholder; (c) a representation that the
stockholder intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice; (d) as to each person the
stockholder proposes to nominate for election or re-election as a Director, the
name and address of such person and such other information regarding such
nominee as would be required in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission had such nominee been nominated
by the Board, and a description of any arrangements or understandings, between
the stockholder and such nominee and any other persons (including their names),
pursuant to which the nomination is to be made; and (e) the consent of each
such nominee to serve as a Director if elected. If the facts warrant, the
Board, or the chairman of a stockholders' meeting at which





                                      -9-
<PAGE>   15
Directors are to be elected, may determine and declare that a nomination was
not made in accordance with the foregoing procedure and, if it is so
determined, the defective nomination shall be disregarded. The right of
stockholders to make nominations pursuant to the foregoing procedure is subject
to the rights of the holders of any class or series of stock having a
preference over the common stock as to dividends or upon liquidation. The
procedures set forth in this subsection 3.3 for nomination for the election of
Directors by stockholders are in addition to, and not in limitation of, any
procedures now in effect or hereafter adopted by or at the direction of the
Board or any committee thereof. The procedures set forth in this subsection 3.3
shall not apply to election of Directors by written consent without a meeting.

           3.3.2       ELECTION

      At each election of Directors the persons receiving the greatest number
of votes, up to the number of Directors to be elected, shall be the Directors,
except that the election of any Director by written consent without a meeting
shall require the consent of the holders of a majority of the outstanding
shares entitled to vote on the election of Directors.

      3.4  ANNUAL AND REGULAR MEETINGS

      An annual Board meeting shall be held without notice immediately after
and at the same place as the annual meeting of stockholders. By resolution, the
Board or any committee designated by the Board may specify the time and place
either within or without the State of Delaware for holding regular meetings
thereof without other notice than such resolution.

      3.5  SPECIAL MEETINGS

      Special meetings of the Board or any committee appointed by the Board may
be called by or at the request of the Chairman of the Board, the President or,
in the case of special Board meetings, any two Directors and, in the case of
any special meeting of any committee appointed by the Board, by the Chairman
thereof. The person or persons authorized to call special meetings may fix any
place either within or without the State of Delaware as the place for holding
any special meeting called by them.

      3.6  MEETINGS BY TELEPHONE

      Members of the Board or any committee designated by the Board may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons





                                      -10-
<PAGE>   16
participating in the meeting can hear one another. Participation by such means
shall constitute presence in person at a meeting.

      3.7  NOTICE OF SPECIAL MEETINGS

      Notice of a special Board or committee meeting stating the place, day and
hour of the meeting shall be given to a Director in writing or orally by
telephone or in person and received at least two days before the meeting.
Neither the business to be transacted at, nor the purpose of, any special
meeting need be specified in the notice of such meeting.  Each Director shall
promptly confirm to the Company, in writing or orally, receipt of any such
notice and may designate in writing to the Company one or more agents empowered
to confirm receipt of such notice by such Director. The notice shall be
effective if receipt of such notice by a Director is confirmed, orally or in
writing, by the Director or any agent so designated by such Director.

      3.8  WAIVER OF NOTICE

           3.8.1       IN WRITING

      Whenever any notice is required to be given to any Director under the
provisions of these By-laws, the Restated Certificate of Incorporation or the
DGCL, a waiver thereof in writing, signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.  Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Board or any
committee appointed by the Board need be specified in the waiver of notice of
such meeting.

           3.8.2       BY ATTENDANCE

      The attendance of a Director at a Board or committee meeting shall
constitute a waiver of notice of such meeting, except when a Director attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called
or convened.

      3.9  QUORUM

      A majority of the total number of Directors fixed by or in the manner
provided in these By-laws or, if vacancies exist on the Board, a majority of
the total number of Directors then serving on the Board, provided, however,
that such number may be not less than one-third of the total number of
Directors fixed by or in the manner provided in these By-laws, shall constitute
a quorum for the transaction of business at any Board meeting. If less than a
majority are present at a meeting, a majority of the Directors present may
adjourn the meeting from time to time without further notice.





                                      -11-
<PAGE>   17
         3.10    MANNER OF ACTING

        The act of the majority of the Directors present at a Board or committee
meeting at which there is a quorum shall be the act of the Board or committee,
unless the vote of a greater number is required by these By-laws, the Restated
Certificate of Incorporation or the DGCL.

         3.11    ACTION BY BOARD OR COMMITTEES WITHOUT A MEETING

         Any action which could be taken at a meeting of the Board or of any
committee appointed by the Board may be taken without a meeting if a written
consent setting forth the action so taken is signed by each of the Directors or
by each committee member. Any such written consent shall be inserted in the
minute book as if it were the minutes of a Board or a committee meeting.

         3.12    RESIGNATION

         Any Director may resign at any time by delivering written notice to
the Chairman of the Board, the President, the Secretary or the Board, or to the
registered office of the corporation. Any such resignation shall take effect at
the time specified therein, or if the time is not specified, upon delivery
thereof and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

         3.13    REMOVAL

         At a meeting of stockholders called expressly for that purpose, or by
written consent without a meeting, one or more members of the Board
(including the entire Board) may be removed, with or without cause, by a vote
of the holders of a majority of the shares then entitled to vote on the
election of Directors.

         3.14    VACANCIES

         Any vacancy occurring on the Board may be filled by the affirmative
vote of a majority of the remaining Directors though less than a quorum of the
Board. A Director elected to fill a vacancy shall be elected for the unexpired
term of his or her predecessor in office. Any directorship to be filled by
reason of an increase in the number of Directors may be filled by the Board.

         3.15    CHAIRMAN AND VICE CHAIRMAN OF THE BOARD

         The Board shall elect a Chairman of the Board who shall preside over
all meetings of the Board and the stockholders of the corporation. The Chairman
shall provide advice and counsel to the Board and the chief executive officer
with respect



                                      -12-
<PAGE>   18
to the development, implementation and performance of the policies and
strategic plans of the corporation and shall participate in the affairs of the
corporation with its senior management to the extent he or she determines such
participation to be advisable in order to fulfill such duties as may be related
to his or her position as Chairman of the Board.

         The Board may also elect one or more Vice Chairmen of the Board. In
the absence of the Chairman of the Board, the Vice Chairmen of the Board in
order of their rank as fixed-by the Board or, if not ranked, the Vice Chairman
of the Board designated by the Board, shall, if present, preside at all
meetings of the Board and the stockholders of the corporation. The Vice
Chairmen of the Board shall have such other duties as from time to time may be
prescribed for them, respectively, by the Board or the Chairman of the Board.

         3.16    COMMITTEES

                 3.16.1   CREATION AND AUTHORITY OF COMMITTEES

         The Board may, by resolution passed by a majority of the number of
Directors fixed in the manner provided in these By-laws, appoint standing or
temporary committees, each committee to consist of one or more Directors of the
corporation. The Board may designate one or more Directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board establishing
such committee or as otherwise provided in these By-laws, shall have and may
exercise all the powers and authority of the Board in the management of the
business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which require it; but no such committee
shall have power or authority in reference to (a) amending the Restated
Certificate of Incorporation (except that a committee may, to the extent
authorized in the resolution or resolutions providing for the issuance of
shares of stock adopted by the Board as provided in Section 15.1 (a) of the
DGCL, fix the designations, preferences or rights of such shares to the extent
permitted under Section 141 of the DGCL), (b) adopting an agreement of merger
or consolidation under Sections 251 or 252 of the DGCL, (c) recommending to the
stockholders the sale, lease or exchange or other disposition of all or
substantially all of the property and assets of the corporation, (d)
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or (e) amending these By-laws; and, unless
expressly provided by

                                      -13-
<PAGE>   19
resolution of the Board, no such committee shall have the power or authority to
declare a dividend, to authorize the issuance of stock or to adopt a
certificate of ownership and merger pursuant to Section 253 of the DGCL.

                 3.16.2   AUDIT COMMITTEE

         In addition to any committees appointed pursuant to this subsection
3.16, there shall be an Audit Committee, appointed annually by the Board,
consisting of at least two Directors who are not members of management. It
shall be the responsibility of the Audit Committee to review the scope and
results of the annual independent audit of books and records of the
corporation, to review the accounting principles, policies and practices of the
corporation and to discharge such other responsibilities as may from time to
time be assigned to it by the Board. The Audit Committee shall meet at such
times and places as the members deem advisable, and shall make such
recommendations to the Board as they consider appropriate.

                 3.16.3   COMPENSATION COMMITTEE

         The Board may, in its discretion, designate a Compensation Committee
consisting of not less than two Directors who are not employees, for the
purposes of determining and administering the compensation program for the
executive officers of the Company, including determining overall philosophy,
policies and objectives, evaluating performances and approving all salaries,
bonuses, options and other elements of compensation for executive officers of
the corporation, and for the purposes of granting and administering all stock
options, stock appreciation rights and restricted stock for, any eligible
parties that may be issued under any plan for the corporation now existing or
adopted in the future. The Compensation Committee shall also perform such other
duties as shall be assigned to it by the Board.

                 3.16.4   RETIREMENT BENEFIT PLANS COMMITTEE

         The Board may, in its discretion, designate a Retirement Benefit Plans
Committee consisting of three Directors as it may from time to time determine.
The duties of the Retirement Benefit Plans Committee shall consist of the
following: (a) adopting amendments to the corporation's tax-qualified plans;
(b) appointing and removing trustees, and amending and entering into trust
agreements with respect to such plans; (c) terminating any of the corporation's
tax-qualified plans and/or related trust agreements; (4) approving the merger
or consolidation of any of the corporation's tax-qualified plans into another
plan, and approving the participation of other control group employers in such
plans; (e) appointing an internal Administrative Committee to be responsible
for the day to day administration of such plans and for the investment of the
assets thereof, and (f) redelegating any of the above functions to other
fiduciaries.



                                    -14-
<PAGE>   20
                 3.16.5   MINUTES OF MEETINGS

         All committees so appointed shall keep regular minutes of their
meetings and shall cause them to be recorded in books kept for that purpose.

                 3.16.6   QUORUM AND MANNER OF ACTING

         A majority of the number of Directors composing any committee of the
Board, as established and fixed by resolution of the Board, shall constitute a
quorum for the transaction of business at any meeting of such committee but, if
less than a majority are present at a meeting, a majority of such Directors
present may adjourn the meeting from time to time without further notice. The
act of a majority of the members of a committee present at a meeting at which a
quorum is present shall be the act of such committee.

                 3.16.7   RESIGNATION

         Any member of any committee may resign at any time by delivering
written notice thereof to the Chairman of the Board, the President, the
Secretary, the Board or the Chairman of such committee. Any such resignation
shall take effect at the time specified therein, or if the time is not
specified, upon delivery thereof and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

                 3.16.8   REMOVAL

         The Board may remove from office any member of any committee elected
or appointed by it, but only by the affirmative vote of not less than a
majority of the number of Directors fixed by or in the manner provided in these
By-laws.

         3.17    COMPENSATION

         By Board resolution, Directors and committee members may be paid their
expenses, if any, of attendance at each Board or committee meeting, a fixed sum
for attendance at each Board or committee meeting or a stated salary as
Director or a committee member, or a combination of the foregoing. No such
payment shall preclude any Director or committee member from serving the
corporation in any other capacity and receiving compensation therefor.



                                      -15-
<PAGE>   21
SECTION 4. OFFICERS

         4.1     NUMBER

         The officers of the corporation shall be a President and a Secretary,
each of whom shall be elected by the Board. One or more Vice Presidents
(including Executive and Senior Vice Presidents), a Treasurer and such other
officers and assistant officers may be elected or appointed by the Board, such
officers and assistant officers to hold office for such period, have such
authority and perform such duties as are provided in these By-laws or as may be
provided by resolution of the Board. Any officer may be assigned by the Board
any additional title that the Board deems appropriate.  The Board may delegate
to any officer or agent the power to appoint any such subordinate officers or
agents and to prescribe their respective terms of office, authority and duties.
Any two or more offices may be held by the same person.

         4.2     ELECTION AND TERM OF OFFICE

         The officers of the corporation shall be elected annually by the Board
at the Board meeting held after the annual meeting of the stockholders. If the
election of officers is not held at such meeting, such election shall be held
as soon thereafter as a Board meeting conveniently may be held. Unless an
officer dies, resigns or is removed from office, he or she shall hold office
until the next annual meeting of the Board or until his or her successor is
elected.

         4.3     RESIGNATION

         Any officer may resign at any time by delivering written notice to the
Chairman of the Board, the President, a Vice President, the Secretary or the
Board. Any such resignation shall take effect at the time specified therein, or
if the time is not specified, upon delivery thereof and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

         4.4     REMOVAL

         Any officer or agent elected or appointed by the Board may be removed
by the Board with or without cause, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.

         4.5     VACANCIES

         A vacancy in any office because of death, resignation, removal,
disqualification, creation of a new office or any other cause may be filled by
the





                                      -16-
<PAGE>   22
Board for the unexpired portion of the term, or for a new term established by
the Board.

         4.6     PRESIDENT

         The President shall be the chief executive officer of the corporation
unless some other officer is so designated by the Board. The President shall
supervise and control all of the assets, business and affairs of the
corporation and shall have the direction of all other officers, employees and
agents. The President may sign, with the Secretary or any Assistant Secretary
or with the Treasurer or an Assistant Treasurer, certificates for shares of the
corporation, deeds, mortgages, bonds, contracts or other instruments. In
general, the President shall perform all duties incident to the office of the
chief executive officer of a corporation and such other duties as are
prescribed by the Board from time to time.

         4.7     VICE PRESIDENT

         In the event of the death of the President or his or her inability to
act, the Vice President (or if there is more than one Vice President, the Vice
President who was designated by the Board as the successor to the President, or
if no Vice President is so designated, the Vice President first elected to such
office) shall perform the duties of the President, except as may be limited by
resolution of the Board, with all the powers of and subject to all the
restrictions upon the President. Any Vice President may sign with the Secretary
or any Assistant Secretary certificates for shares of the corporation. Vice
Presidents shall have, to the extent authorized by the President or the Board,
the same powers as the President to sign deeds, mortgages, bonds, contracts or
other instruments. Vice Presidents shall perform such other duties as from time
to time may be assigned to them by the President or the Board.

         4.8     SECRETARY

         The Secretary shall be responsible for preparation of minutes of
meetings of the Board and stockholders) maintenance of the corporation's
records and stock registers, and authentication of the corporation's records
and shall in general perform all duties incident to the office of Secretary and
such other duties as from time to time may be assigned to him or her by the
President or the Board. In the absence of the Secretary, an Assistant Secretary
may perform the duties of the Secretary.

         4.9     TREASURER

         If required by the Board, the Treasurer shall give a bond for the
faithful discharge of his or her duties in such amount and with such surety or
sureties as the Board shall determine. The Treasurer shall: have charge and
custody of and be

                                      -17-
<PAGE>   23
responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in
banks, trust companies or other depositories selected in accordance with the
provisions of these By-laws; sign certificates for shares of the corporation;
and in general perform all of the duties, incident to the office of Treasurer
and such other duties as from time to time may be assigned to him or her by the
President or the Board. In the absence of the Treasurer, an Assistant Treasurer
may perform the duties of the Treasurer.

         4.10    SALARIES

         The salaries of the officers shall be fixed from time to time by the
Board or by any person or persons to whom the Board has delegated such
authority. No officer shall be prevented from receiving such salary by reason
of the fact that he or she is also a Director of the corporation.

SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS

         5.1     CONTRACTS

         The Board may authorize any officer or officers, employee or
employees, or agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the corporation and may
authorize such officers, employees and agents to delegate such power (including
power to redelegate) by written instrument to other officers, employees or
agents of the corporation. Such authority may be general or confined to
specific instances.

         5.2     LOANS TO THE CORPORATION

         No loans shall be contracted on behalf of the corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board. Such authority may be general or confined to specific
instances.

         5.3     CHECKS, DRAFTS, ETC.

         All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the corporation shall be
signed by such officer or officers, or agent or agents, of the corporation and
in such manner as is from time to time determined by resolution of the Board.


                                      -18-
<PAGE>   24
         5.4     DEPOSITS

         All funds of the corporation not otherwise employed shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositories as the Board may select.

SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER

         6.1     ISSUANCE OF SHARES

         No shares of the corporation shall be issued unless authorized by the
Board, which authorization shall include the maximum number of shares to be
issued and the consideration to be received for each share.

         6.2     CERTIFICATES FOR SHARES

         Certificates representing shares of the corporation shall be signed by
the Chairman of the Board or a Vice Chairman of the Board, if any, or the
President or a Vice President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary, any of whose signatures may be a
facsimile. The Board may in its discretion appoint responsible banks or trust
companies from time to time to act as transfer agents and registrars of the
stock of the corporation; and, when such appointments shall have been made, no
stock certificate shall be valid until countersigned by one of such transfer
agents and registered by one of such registrars. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person was such officer, transfer
agent or registrar at the date of issue. All certificates shall include on
their face written notice of any restrictions which may be imposed on the
transferability of such shares and shall be consecutively numbered or otherwise
identified.

         6.3     STOCK RECORDS

         The stock transfer books shall be kept at the registered office or
principal place of business of the corporation or at the office of the
corporation's transfer agent or registrar. The name and address of each person
to whom certificates for shares are issued, together with the class and number
of shares represented by each such certificate and the date of issue thereof,
shall be entered on the stock transfer books of the corporation. The person in
whose name shares stand on the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.


                                      -19-
<PAGE>   25
         6.4     RESTRICTION ON TRANSFER

         Except to the extent that the corporation has obtained an opinion of
counsel acceptable to the corporation that transfer restrictions are not
required under applicable securities laws, or has otherwise satisfied itself
that such transfer restrictions are not required, all certificates representing
shares of the corporation' shall bear a legend on the face of the certificate,
or on the reverse of the certificate if a reference to the legend is contained
on the face, which reads substantially as follows:

         "The securities evidenced by this certificate have not been registered
         under the Securities Act of 1933 or any applicable state law, and no
         interest therein may be sold, distributed, assigned, offered, pledged
         or otherwise transferred unless (a) there is an effective registration
         statement under such Act and applicable state securities laws covering
         any such transaction involving said securities or (b) this corporation
         receives an opinion of legal counsel for the holder of these
         securities (concurred in by legal counsel for this corporation)
         stating that such transaction is exempt from registration or this
         corporation otherwise satisfies itself that such transaction is exempt
         from registration. Neither the offering of the securities nor any
         offering materials have been reviewed by any administrator under the
         Securities Act of 1933 or any applicable state law."

         6.5     TRANSFER OF SHARES

         The transfer of shares of the corporation shall be made only on the
stock transfer books of the corporation pursuant to authorization or document
of transfer made by the holder of record thereof or by his or her legal
representative, who shall furnish proper evidence of authority to transfer, or
by his or her attorney-in-fact authorized by power of attorney duly executed
and filed with the Secretary of the corporation. All certificates surrendered
to the corporation for transfer shall be canceled and no new certificate shall
be issued until the former certificates for a like number of shares shall have
been surrendered and canceled.

         6.6     LOST OR DESTROYED CERTIFICATES

         In the case of a lost, destroyed or mutilated certificate, a new
certificate may be issued therefor upon such terms and indemnity to the
corporation as the Board may prescribe.


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<PAGE>   26
         6.7     SHARES OF ANOTHER CORPORATION

         Shares owned by the corporation in another corporation, domestic or
foreign, may be voted by such officer, agent or proxy as the Board may
determine or, in the absence of such determination, by the Chairman of the
Board, the Vice Chairman of the Board, the President or any Vice President of
the corporation.

SECTION 7. BOOKS AND RECORDS

         The corporation shall keep correct and complete books and records of
account stock transfer books, minutes of the proceedings of its stockholders
and Board and such other records as may be necessary or advisable.

SECTION 8. ACCOUNTING YEAR

         The accounting year of the corporation shall be the calendar year,
provided that if a different accounting year is at any time selected for
purposes of federal income taxes, the accounting year shall be the year so
selected.

SECTION 9. SEAL

         The seal of the corporation, if any, shall consist of the name of the
corporation, the state of its incorporation and the year of its incorporation.

SECTION 10. INDEMNIFICATION

         10.1    INDEMNIFICATION

         The corporation shall to the fullest extent permitted by the DGCL as
the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the corporation to
provide broader indemnification rights than permitted prior thereto) or by
applicable law as then in effect indemnify and hold harmless any person (the
"Indemnitee") who is or was a director or officer of the corporation and who is
or was involved in any manner (including, without limitation, as a party or a
witness) or is threatened to be made so involved in any threatened, pending or
completed investigation, claim, action, suit or proceeding, whether civil,
criminal, administrative or investigative (including, without limitation, any
action, suit or proceeding by or in the right of the corporation to procure a
judgment in its favor) (a "Proceeding") by reason of the fact that such person
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise (including, without limitation, any employee benefit plan) whether
the basis of such Proceeding is



                                      -21-
<PAGE>   27
alleged action in an official capacity as such a director, officer, employee or
agent or in any other capacity while serving as such a director, officer,
employee or agent, against all expenses (including attorneys' fees and ERISA
excise taxes or penalties), liabilities, losses, judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such Proceeding and such indemnification shall continue as to
an Indemnitee who has ceased to be a director, officer, employee or agent;
provided, however, except as provided in subsection 10.4(d) hereof, the
foregoing shall not apply to a director or officer of the corporation with
respect to a Proceeding (or part thereof) that was commenced by such director
or officer unless the Proceeding (or part thereof) was authorized or ratified
by the Board. Such indemnification shall be a contract right and shall include
the right to receive payment in advance for any expenses incurred by the
Indemnitee in accordance with subsection 10.4 hereof

         10.2    INSURANCE, CONTRACTS AND FUNDING

         The corporation may purchase and maintain insurance to protect itself
and any director, officer, employee or agent of the corporation or another
corporation, partnership, joint venture, trust or other enterprise, including,
without limitation, any employee benefit plan, against any expenses,
liabilities, losses, judgments, fines and amounts paid in settlement whether or
not the corporation would have the power to indemnify such person against such
expenses, liabilities, losses, judgments, fines or amounts paid in settlement
under the DGCL. The corporation may enter into contracts with any person
entitled to indemnification under this Section 10 in furtherance of the
provisions of this Section 10 and may create a trust fund, grant a security
interest or use other means (including, without limitation, a letter of credit)
to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Section 10.

         10.3    INDEMNIFICATION; NOT EXCLUSIVE RIGHT

         The indemnification provided for in this Section 10 shall not be
exclusive of any other rights to which those seeking indemnification may
otherwise be entitled, and the provisions of this Section 10 shall inure to the
benefit of the heirs and legal representatives of any person entitled to
indemnity under this Section 10 and shall be applicable to Proceedings
commenced or continuing after the adoption of this Section 10, whether arising
from acts or omissions occurring before or after such adoption.



                                    -22-
<PAGE>   28
         10.4    ADVANCEMENT OF EXPENSES; PROCEDURES; PRESUMPTIONS AND EFFECT
                 OF CERTAIN PROCEEDINGS; REMEDIES

         In furtherance, but not in limitation, of the foregoing provisions,
the following procedures, presumptions and remedies shall apply with respect to
advancement of expenses and the right to indemnification under this Section 10:

                 (a)      Advancement of Expenses. All reasonable expenses
         incurred by or on behalf of the Indemnitee in connection with any
         Proceeding shall be advanced to the Indemnitee by the corporation
         within 20 days after the receipt by the corporation of a statement or
         statements from the Indemnitee requesting such advance or advances
         from time to time, whether prior to or after final disposition of
         such Proceeding. Such statement or statements shall reasonably
         evidence the expenses incurred by the Indemnitee and, if required by
         law at the time of such advance, shall include or be accompanied by an
         undertaking by or on behalf of the Indemnitee to repay the amounts
         advanced if it should ultimately be determined by final judicial
         decision from which there is no further right to appeal that the
         Indemnitee is not entitled to be indemnified against such expenses
         pursuant to this Section 10.

                 (b)      Procedure for Determination of Entitlement to
         Indemnification. To obtain indemnification under this Section 10, an
         Indemnitee shall submit to the Secretary of the corporation a written
         request, including such documentation and information as is reasonably
         available to the Indemnitee and reasonably necessary to determine
         whether and to what extent the Indemnitee is entitled to
         indemnification (the "Supporting Documentation"). The determination of
         the Indemnitee's entitlement to indemnification shall be made not
         later than 60 days after receipt by the corporation of the written
         request for indemnification together with the Supporting
         Documentation. The Secretary of the corporation shall, promptly upon
         receipt of such a request for indemnification, advise the Board in
         writing that the Indemnitee has requested indemnification.

                 (c)      Presumptions. The Indemnitee shall be presumed to be
         entitled to indemnification under this Section 10 upon submission of a
         request for indemnification together with the Supporting Documentation
         in accordance with subsection 10.4(b) hereof, and the corporation
         shall have the burden of proof to overcome that presumption in
         reaching a contrary determination. Neither the failure of the
         corporation (including its Board, independent legal counsel or its
         stockholders) to have made a determination that indemnification of the
         Indemnitee is proper in the circumstances prior to the commencement of
         a judicial proceeding under the provisions of subsection 10.4(d)
         hereof nor an


                                      -23-
<PAGE>   29
         actual determination by the corporation (including its Board,
         independent legal counsel or its stockholders) that the Indemnitee is
         not entitled to indemnification shall be a defense to the judicial
         proceeding or create a presumption that the Indemnitee is not so
         entitled. The termination of any Proceeding described in subsection
         10.1 hereof, or of any claim, issue or matter therein, by judgment,
         order, settlement or conviction, or upon a plea of nolo contendere or
         its equivalent, shall not, of itself, adversely affect the right of
         the Indemnitee to indemnification or create a presumption that the
         Indemnitee did not act in good faith and in a manner which he
         reasonably believed to be in or not opposed to the best interests of
         the corporation or, with respect to any criminal Proceeding, that the
         Indemnitee had reasonable cause to believe that his conduct was
         unlawful.

                 (d)      Remedies of Indemnitee.

                          (i)     If a claim under this Section 10 is not paid
         in full by the corporation within 60 days after a written request has
         been submitted to the corporation in accordance with the provisions of
         subsection 10.4(b) hereof or, in the case of a claim for an
         advancement of expenses, 20 days after the receipt by the corporation
         of a statement requesting such advance in accordance with the
         provisions of subsection 10.4(a) hereof, then the Indemnitee shall be
         entitled to seek an adjudication of his entitlement to such
         indemnification in an appropriate court of the State of Delaware or
         any other court of competent jurisdiction.

                          (ii)    The corporation shall be precluded from
         asserting in any judicial proceeding commenced pursuant to this
         subsection 10.4(d) that the procedures and presumptions of this
         Section 10 are not valid, binding and enforceable and shall stipulate
         in any such court that the corporation is bound by all the provisions
         of this Section 10.

                          (iii)   In the event that the Indemnitee, pursuant to
         this subsection 10.4(d), seeks a judicial adjudication to enforce his
         rights under, or to recover damages for breach of, this Section 10, the
         Indemnitee shall be entitled to recover from the corporation, and
         shall be indemnified by the corporation against, any expenses actually
         and reasonably incurred by the Indemnitee if the Indemnitee prevails
         in such judicial adjudication in whole or in part.

         10.5    EFFECT OF AMENDMENTS

         Neither the amendment or repeal of, nor the adoption of a provision
inconsistent with, any provision of this Section 10 (including, without
limitation, this


                                      -24-
<PAGE>   30
subsection 10.5) shall adversely affect the rights of any director or officer
under this Section 10 with respect to any Proceeding arising out of any action

or omission occurring prior to such amendment, repeal or adoption of an
inconsistent provision, in either case without the written consent of such
director or officer.

         10.6    SEVERABILITY

         If any provision or provisions of this Section 10 shall be held to be
invalid, illegal or unenforceable for any reason whatsoever, (a) the validity,
legality and enforceability of the remaining provisions of this Section 10
(including, without limitation, all portions of any paragraph of this Section
10 containing any such provision held to be invalid, illegal or unenforceable
that are not themselves invalid, illegal or unenforceable) shall not in any way
be affected or impaired thereby and (b) to the fullest extent possible, the
provisions of this Section 10 (including, without limitation, all portions of
any paragraph of this Section 10 containing any such provision held to be
invalid, illegal or unenforceable that are not themselves invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.

         10.7    INDEMNIFICATION OF EMPLOYEES AND AGENTS

         Notwithstanding any other provision or provisions of this Section 10,
the corporation may indemnify any person (other than a director or officer of
the corporation) who is or was involved in any manner (including, without
limitation, as a party or a witness) or is threatened to be made so involved in
any Proceeding by reason of the fact that such person is or was an employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (including, without
limitation, any employee benefit plan) against all expenses (including
attorneys' fees and ERISA excise taxes or penalties), liabilities, losses,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such Proceeding.

         10.8    PERSONS SERVING OTHER ENTITIES

         Any person who is or was a director, officer or employee of the
corporation who is or was serving (a) as a director or officer of another
corporation of which a majority of the shares entitled to vote in the election
of its directors is held by the corporation or (b) in an executive or
management capacity in a partnership, joint venture, trust or other enterprise
of which the corporation or a wholly owned subsidiary of the corporation is a
general partner or has a majority ownership shall be deemed to be so serving at
the request of the corporation and entitled to indemnification and advancement
of expenses as provided under this Section 10.



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<PAGE>   31
SECTION 11. AMENDMENTS OR REPEAL

         The Board shall have the power to adopt, amend or repeal these
By-laws; provided, however, that the Board may not repeal or amend any by-law
that the stockholders have expressly provided may not be amended or repealed by
the Board. The stockholders shall also have the power to adopt, amend or repeal
these By-laws.

SECTION 12. OWNERSHIP OR VOTING BY ALIENS

         (a)     As used in these By-laws, the word "Alien" shall be construed
to include the following and their representatives: an individual not a citizen
of the United States of America; a partnership unless a majority of the
partners are citizens of the United States of America and have a majority
interest in the partnership profits; a foreign government; a corporation,
joint-stock company or association organized under the laws of a foreign
country; and any other corporation, joint-stock company or association directly
or indirectly controlled by one or more of the foregoing.

         (b)     Not more than one-fifth of the aggregate number of shares of
voting stock of the corporation of any class outstanding shall at any time be
owned of record or voted by or for the account of Aliens.

         (c)     The ownership of record of shares of stock by or for the
account of Aliens, and the citizenship of transferees thereof, shall be
determined in conformity with regulations prescribed by the Board. There shall
be maintained separate stock records, a domestic record of shares of stock held
by citizens and a foreign record of shares of stock held by Aliens.

         (d)     Every certificate representing stock issued or transferred to
an Alien shall be marked "Foreign Share Certificate," but under no
circumstances shall certificates representing more than one-fifth of the
aggregate number of shares of voting stock of any class outstanding at any one
time be so marked, nor shall the total amount of voting stock represented by
Foreign Share Certificates, plus the amount of voting stock owned by or for the
account of Aliens and represented by certificates not so marked, exceed
one-fifth of the aggregate number of shares of voting stock of any class
outstanding. Every certificate issued not marked "Foreign Share Certificate"
shall be marked "Domestic Share Certificate." Any stock represented by Foreign
Share Certificates may be transferred to either Aliens or non-Aliens.

         (e)     If, and so long as, the stock records of the corporation shall
disclose that one-fifth of the outstanding shares of voting stock of any class
is owned by Aliens, no transfer of shares of such class represented by Domestic
Share Certificates shall be made to Aliens, and if it shall be found by the
corporation that stock represented by a Domestic Share Certificate is, in fact,
held by or for the account of an Alien, the


                                      -26-
<PAGE>   32
holder of such stock shall not be entitled to vote, to receive dividends or to
have any other rights, except the right to transfer such stock to a citizen of
the United States of America.

         (f)     The corporation shall not be owned or controlled directly or
indirectly by any other corporation of which any officer or more than
one-fourth of the directors are Aliens, or of which more than one-fourth of the
stock is owned of record or voted by Aliens.

         (g)     The Board may, at any time and from time to time, adopt such
other provisions as the Board may deem necessary or desirable to comply with
the provisions of Section 310(a) of the Federal Communications Act as now in
effect or as it may hereafter from time to time be amended, and to carry out
the provisions of this Section 12 and of Article 12 of the Restated Certificate
of Incorporation.

                                   * * * * *


         The foregoing Amended and Restated By-laws were adopted by the Board
of Directors on November 15, 1994. Section 10 hereof ("Indemnification") was
approved by the sole stockholder on November 16, 1994.


                                                   /s/ ROBERT R. KATZ         
                                                   -----------------------------
                                                   Secretary





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