<PAGE>

                                RESTATED BYLAWS
                                      OF
                           THE ACKERLEY GROUP, INC.
                                           
                     (A CORPORATION INCORPORATED UNDER
                     THE LAWS OF THE STATE OF DELAWARE)
                                           

                                  SECTION 1.
                   SHAREHOLDERS AND SHAREHOLDERS' MEETINGS

    1.1.  ANNUAL MEETING. The annual meeting of the shareholders of the 
Corporation for the election of directors and for the transaction of such 
other business as may properly come before the meeting shall be held each 
year in the City of Seattle, Washington, or at some other place, either 
within or without the State of Delaware, as designated by the Board of 
Directors.  The meeting shall be held at 8: 00 p.m. on May 1 of each year, 
provided such day is not a legal holiday and if a legal holiday then on the 
next business day, or on such other day or at such other time as designated 
by the Board of Directors.

    1.2.  SPECIAL MEETINGS.  Special meetings of the shareholders for any 
purpose or purposes may be called at any time by the Board of Directors to be 
held at such time and place as the Board of Directors may prescribe.  
Business transacted at any special meeting of shareholders shall be limited 
to the purposes specified in the Notice.

    Upon the request of the Chairman of the Board, the President, the Board 
of Directors or of any shareholder or shareholders holding in the aggregate 
one-third (1/3) of the voting power of all shareholders, it shall be the duty 
of the Secretary to call a special meeting of the shareholders to be held at 
the registered office of the corporation at such time as the Secretary may 
fix, not less than ten (10) nor more than sixty (60) days after the receipt of 
said request, and if said Secretary shall neglect or refuse to issue such 
call, those making the request may do so.

    1.3.  NOTICE OF MEETINGS.  Written notice of the place, day and hour of 
the annual shareholders I meeting and written notice of the day, place, hour 
and purpose or purposes of special shareholders' meetings shall be delivered 
not less than ten (10) nor more than sixty (60) days before the date of the 
meeting, either personally or by mail, by or at the direction of the Chairman 
of the Board, the President, the Secretary or the officer or persons calling 
the meeting, to each shareholder of record entitled to vote at such meeting.  
If mailed, such notice shall be deemed to be delivered when deposited in the 
United States mail addressed to the shareholder at his address as it appears 
on the stock transfer books of the Corporation, with postage thereon prepaid.

    Except where expressly prohibited by law or the Certificate of 
Incorporation, notice of the day, place, hour and purpose or purposes of any 
shareholders' meeting may be waived in writing by any shareholder at any 
time, either before or after the meeting, and attendance at the meeting in 
person or by proxy shall constitute a waiver of such notice of the meeting 
unless prior 

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to or upon commencement of such meeting such person in attendance asserts 
that proper notice was not given.

    1.4.  LIST OF SHAREHOLDERS.  At least ten (10) days before any 
shareholders' meeting, the Secretary of the Corporation shall compile a 
complete list of the shareholders entitled to vote at any meeting or 
adjournment thereof, arranged in alphabetical order, with the address of each 
shareholder and the number of shares owned by each shareholder.  Such list 
shall be open for examination by any shareholder during usual business hours 
at a place within the city where the voting 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, for a period of at least ten days 
prior to any such meeting.  Such list shall also be produced and kept open 
for examination at the time and place and during the course of any such 
meeting.

    1.5.  QUORUM.  The holders of a simple majority of the shares entitled to 
vote at a meeting, present in person or by proxy, shall constitute a quorum 
of shareholders for the transaction of business and the act of a simple 
majority of the shares present in person or by proxy at a meeting at which 
there is a quorum, shall be the act of the Corporation, except as otherwise 
provided herein, by law or by the Certificate of Incorporation.

    1.6.  ADJOURNED MEETINGS.  Whether for failure to obtain a quorum or 
otherwise, an adjournment or adjournments of any shareholders' meeting may be 
taken to such time and place as the majority of those present may determine 
without any other notice than announcement at such meeting being given.  Any 
meeting at which directors are to be elected shall be adjourned only from day 
to day until such directors are elected.

    1.7.  PROXIES.  The holder of any proxy for a shareholder shall present 
evidence of his appointment by an instrument in writing signed by the 
shareholder or by his duly authorized attorney-in-fact.  No proxy shall be 
valid after three (3) years from the date of its execution, unless the proxy 
provided for a longer period, which in no case shall exceed the maximum 
period permitted by law.  Revocation of a shareholder's proxy shall not be 
effective until written notice thereof has actually been received by the 
Secretary of the Corporation.

    1.8.  SHAREHOLDERS' ACTION WITHOUT A MEETING.  Any action required or 
permitted to be taken at any annual or special meeting of shareholders may be 
taken without a meeting, without prior notice and without a vote, if a 
consent in writing, setting forth the action so taken, shall be signed by the 
holders of outstanding stock having not less than the minimum number of votes 
that would be necessary to authorize or take such action at a meeting at 
which all shares entitled to vote thereon were present and voted.  Prompt 
notice of the taking of corporate action without a meeting by less than 
unanimous written consent shall be given to those shareholders who have not 
consented in writing to such action.

    1.9.  RESTRICTIONS ON ISSUANCE AND TRANSFER.  No shares may be issued or 
transferred to any person where such issuance or transfer will result in a 
violation of the Communications Act of 1934 or any regulations promulgated 
thereunder as the same shall be in effect at the time of any such issuance or 
transfer.  Any person subscribing to the capital stock of the Corporation and 
any person wishing to have capital stock of the Corporation transferred to 
such person shall 

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provide the Corporation or its transfer agent with such information as they 
may reasonably require to enforce the provisions of this Section 1.9 prior to 
such issuance or transfer.  Any purported transfer in violation of this 
Section 1.9 shall be void.


                                  SECTION 2. 
                              BOARD OF DIRECTORS

    2.1.  NUMBER AND QUALIFICATION.  The business affairs and property of the 
Corporation shall be managed by a Board of Directors.  The number of 
directors which shall constitute the whole Board shall be not less than one 
nor more than eight.  The first Board shall consist of three directors.  
Thereafter, the number of directors shall be two or such other number, within 
the limits above specified, as may be established from time to time by 
resolution of the Board of Directors.  Directors need not be shareholders.  
No person shall be elected or serve as a director of the Corporation whose 
election or service as a director would cause the Corporation to be in 
violation of the Communications Act of 1934 or any regulations promulgated 
thereunder.  If, while serving as a director of the Corporation, any person 
becomes ineligible to so serve by operation of the preceding sentence, then, 
notwithstanding any provision in these Bylaws to the contrary, such person 
immediately shall be removed as a director and thereafter may be replaced as 
provided in these Bylaws; provided, however, that no action by the Board of 
Directors at which such director voted or was necessary to make up a quorum 
shall be void by reason of the provisions of this sentence.

    2.2.  ELECTION--TERM OF OFFICE.  The directors shall be elected by the 
shareholders at each annual shareholders' meeting, to hold office until the 
next annual shareholders' meeting and until their respective successors are 
elected and qualified unless removed in accordance with the laws of Delaware. 
In the event of failure to elect directors at any annual shareholders' 
meeting, or in the event of failure to hold any annual shareholders' meeting 
as provided by these Bylaws, directors may be elected at a special meeting of 
the shareholders called for that purpose.

    2.3.  REMOVAL BY SHAREHOLDERS.  At any annual or special meeting of the 
shareholders called for that purpose, the shareholders may, by vote of the 
holders of a majority of the shares then entitled to vote at an election of 
directors, with or without notice to any of the directors, and with or 
without cause, remove any director or directors and elect a successor or 
successors.

    2.4.  VACANCIES.  Except as otherwise provided by law, vacancies in the 
Board of Directors, whether caused by resignation, death, retirement, 
disqualification, removal or otherwise, may be filled by a simple majority of 
the remaining directors attending any meeting of the Board of Directors, even 
though less than a quorum is present, or by a sole remaining director.  A 
director thus elected to fill any vacancy shall hold office for the unexpired 
term of his predecessor and until his successor is elected and qualified.

    2.5.  QUORUM AND VOTING.  At any meeting of the Board of Directors, the 
presence in person of a simple majority of the directors shall constitute a 
quorum for the transaction of business.  If a quorum is present, the act of a 
simple majority of the directors present at such meeting shall be the act of 
the Board of Directors and of the Corporation except as may be otherwise 
specifically provided by statute, by the Certificate of Incorporation or by 
these Bylaws.  

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The directors present at a duly convened meeting may continue to do business 
until adjournment, notwithstanding the withdrawal of enough directors to 
leave less than a quorum.  Abstention from voting on a motion by a director 
present at a meeting at which there is a quorum shall be counted as a vote 
against the motion.  If a quorum shall not be present at any meeting of the 
Board of Directors, the directors present thereat may adjourn the meeting 
from time to time, without notice other than announcement at the meeting, 
until a quorum shall be present.

    2.6.  ANNUAL MEETING.  The first meeting of each newly elected Board of 
Directors shall be known as the annual meeting thereof, and shall be held 
immediately after the annual shareholders' meeting or any special 
shareholders' meeting at which a Board of Directors is elected.  Said meeting 
shall be held at the same place as such shareholders' meeting unless some 
other place shall be specified by resolution of the shareholders.

    2.7.  REGULAR MEETINGS.  Regular meetings of the Board of Directors shall 
be held at such place, day and hour as shall from time to time be fixed by 
resolution of the Board.

    2.8.  SPECIAL MEETINGS.  Special meetings of the Board of Directors may be 
held at any place at any time whenever called by the Chairman of the Board, 
the President, the Secretary, or any two or more directors.

    2.9.  NOTICE OF MEETINGS.  No notice of the annual meeting of the Board of 
Directors shall be required.  Notice of the time and place of all meetings of 
the Board of Directors other than the annual meeting, shall be given by the 
Secretary, or by the person calling the meeting, by mail, radio, telegram or 
by personal communication over the telephone or otherwise, at least three (3) 
days prior to the day upon which the meeting is to be held.  However, no 
notice of any regular meeting need be given, if the \ time and place 
thereof shall have been fixed by resolution of the Board of Directors.  
Notice of any meeting of the Board of Directors may be waived in writing by 
any director at any time, either before or after such meeting, and attendance 
at such meeting in person shall constitute a waiver of notice of the time, 
day, place and purpose of such meeting except where a director attends for 
the express purpose of objecting to the transaction of any business because 
the meeting was not lawfully convened.

    2.10. COMMITTEES OF THE BOARD.  The Board of Directors, by resolutions 
adopted by a simple majority of the entire Board of Directors, may designate 
from among its members an Executive Committee and one or more other 
committees. Each such committee may exercise the authority of the Board of 
Directors to the extent provided in such resolution and any subsequent 
resolutions pertaining thereto and adopted in like manner, but no such 
committee shall have the power or authority in reference to amending the 
Certificate of Incorporation, adopting an agreement of merger or 
consolidation, recommending to the shareholders the sale, lease or exchange 
of all or substantially all of the Corporation's property and assets, 
recommending to the shareholders a dissolution of the Corporation or a 
revocation of a dissolution, or amending these Bylaws; a committee, if 
expressly authorized by a resolution of the Board of Directors, may declare a 
dividend and authorize the issuance of stock.  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 he or 
they constitute a quorum, may unanimously 

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appoint another member of the Board of Directors to act at the meeting in the 
place of any such absent or disqualified member.  The committee or committees 
shall have such name or names as may be determined from time to time by 
resolution adopted by the Board of Directors. Such committees shall keep 
regular minutes of their proceedings and report to the Board of Directors 
when requested to do so.

    2.11. DIRECTORS' ACTION WITHOUT A MEETING.  The Board of Directors or a 
committee thereof may take any action which it could properly take at a 
meeting without such a meeting if a consent in writing setting forth the 
action so to be taken shall be signed before such action by all the 
directors, or all of the members of the committee, as the case may be.  Such 
consent shall have the same effect as a unanimous vote.

    2.12. TELEPHONE MEETINGS.  Members of the Board of Directors or any 
committee appointed by the Board of Directors may participate in a meeting of 
such board or committee by means of a conference telephone or similar 
communications equipment by means of which all persons participating in the 
meeting can hear each other, and participation by such means shall constitute 
presence in person at a meeting.

    2.13. COMPENSATION.  Directors as such shall receive no compensation for 
their services except such fees for attending meetings as may be authorized 
by a majority of the entire Board of Directors from time to time; provided, 
that this does not preclude any director from serving the Corporation in any 
other capacity and receiving compensation therefor, nor does it preclude the 
Board of Directors from authorizing the reimbursement of expenses incurred by 
directors in attending meetings of the Board of Directors or of any committee 
created by the Board of Directors.


                                 SECTION 3.
                                 OFFICERS

    3.1.  OFFICERS ENUMERATED - ELECTION.  The officers of the corporation 
shall be a Chairman of the Board, one or more Presidents, one or more Vice 
Presidents, a Secretary, and a Treasurer (together with an Assistant 
Secretary and Assistant Treasurer, if such are desired by the Board of 
Directors), all of whom shall be elected by the Board of Directors, to hold 
office at the pleasure of the Board of Directors.

    3.2.  QUALIFICATIONS.  None of the officers of the corporation need be a 
director.  Any two or more corporate offices may be held by the same person.  
No person shall be elected or serve as an officer of the Corporation whose 
election or service as an officer would cause the Corporation to be in 
violation of the Communications Act of 1934 or any regulations promulgated 
thereunder.  If, while serving as an officer of the Corporation, any person 
becomes ineligible to so serve by operation of the preceding sentence, then, 
notwithstanding any provision in these Bylaws to the contrary, such person 
shall immediately be removed as an officer and thereafter may be replaced as 
provided in these Bylaws.

    3.3.  THE CHAIRMAN OF THE BOARD. The Chairman of the Board shall be the 
chief executive officer and shall be responsible for carrying out the plans 
and directions of the Board 

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of Directors.  The Chairman of the Board shall preside at all meetings of the 
Board of Directors and of the shareholders, shall report to and consult with 
the Board of Directors and shall have such other powers and duties as the 
Board of Directors may from time to time prescribe.

    3.4.  THE OFFICE OF THE PRESIDENT.

          3.4.1  DUTIES. The President, or the Co-Presidents, shall be the 
Chief Operating Officer of the corporation, unless (1) two or more 
Co-Presidents have been elected and one or more of the Co-Presidents is 
specially designated as Chief Operating Officer pursuant to Section 3.4.2, or 
(2) such position is otherwise delegated to another executive officer as may 
be determined by resolution of the Board of Directors.  The President, or the 
Co-Presidents, shall, subject to the authority granted to the Chairman of the 
Board, have general and active supervision over the day-to-day operations of 
the corporation.  In the absence of the Chairman of the Board, the President, 
or the Co-Presidents, shall preside at all meetings of the shareholders and 
at meetings of the Board of Directors.  The President, or the Co-Presidents, 
shall perform such other duties as may be prescribed to him or her by the 
Board of Directors or by the Chairman of the Board.  Should the office of the 
Chairman of the Board be vacated, the President, or the Co-Presidents, shall 
then perform the duties of the Chairman of the Board until otherwise directed 
by the Board of Directors.

          3.4.2  CO-PRESIDENTS.  In the event that the office of the 
President is held by two or more persons, the Board of Directors or the 
Chairman of the Board shall determine those areas over which each 
Co-President shall have primary responsibility, including but not limited to 
the designation of one or more Co-Presidents as the Corporation's Chief 
Operating Officer.  Any matters upon which the Co-Presidents are unable to 
agree shall be referred to the Chairman of the Board for resolution, if the 
Chairman of the Board is not also a Co-President, and otherwise to the Board 
of Directors.  If one Co-President is absent or disabled, the remaining 
Co-Presidents shall exercise all of the duties of the absent or disabled 
Co-President, until otherwise directed by the Board of Directors or Chairman 
of the Board.

    3.5.  THE VICE PRESIDENTS.  The Vice Presidents shall act as President in 
the absence or disability of the President and shall perform such other 
duties as the directors may from time to time designate.

    3.6.  THE SECRETARY.  The Secretary, personally or with the assistance of 
others, shall keep records of the proceedings of the directors and 
shareholders, attest all certificates of stock, deeds, bonds, contracts and 
other obligations or instruments in the name of the corporation; keep the 
corporate seal, if any, and affix the same to certificates of stock and other 
proper documents; keep a record of the issuance of certificates of stock and 
the transfers of the same; and perform such other duties as the Board of 
Directors may from time to time designate.

    3.7.  THE TREASURER.  The Treasurer shall have the care and custody, and 
be responsible for, all funds and securities of the corporation, and shall 
cause to be kept regular books of account.  He shall cause to be deposited 
all funds and other valuable effects in the name of the corporation in such 
depositories as may be designated by the Board of Directors.  In general, he 

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shall 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 by the Board of 
Directors.

    3.8.  VACANCIES. vacancies in any office arising from any cause may be 
filled by the Board of Directors at any regular or special meeting.

    3.9.  OTHER OFFICERS AND AGENTS.  The Board of Directors may appoint such 
other officers and agents as it shall deem necessary or expedient, who shall 
hold their of f ice f or such terms, and shall exercise such powers and 
perform such duties, as shall be determined from time to time by the Board of 
Directors.

    3.10. COMPENSATION.  The compensation of all officers of the corporation 
shall be fixed by the Board of Directors.


                                  SECTION 4.
                       SHARES AND CERTIFICATES OF SHARES

    4.1.  SHARE CERTIFICATES.  Share certificates shall be issued in 
numerical order, and each shareholder shall be entitled to a certificate 
signed by the Chairman of the Board, the Chief Executive Officer, the 
President or a Vice President and by the Secretary, Treasurer or an Assistant 
Secretary and sealed with the corporate seal.  Facsimiles of the signatures 
and seal may be used, as permitted by law.  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 he were such officer at the date of 
issue.  If the Corporation shall be authorized to issue more than one class 
of stock or more than one series of any class, the powers, designations, 
preferences and relative, participating optional or other special rights of 
each class of stock or series thereof and the qualifications, limitations or 
restrictions of such preferences and/or rights shall be set forth in full or 
summarized on the face or back of the certificate which the Corporation shall 
issue to represent such class or series of stock, provided that, except as 
otherwise provided in Section 202 of the General Corporation Law of Delaware, 
in lieu of the foregoing requirements, there may be set forth on the face or 
back of the certificate which the Corporation shall issue to represent such 
class or series of stock, a statement that the Corporation will furnish 
without charge to each shareholder who so requests the powers, designations, 
preferences and relative participating, optional or other special rights of 
each class of stock or series thereof and the qualifications, limitations or 
restrictions of such preference and/or rights.

    4.2.  CONSIDERATION FOR SHARES.  Shares of this Corporation may be issued 
for such consideration expressed in dollars (not less than par, if the shares 
have par value) as shall be fixed from time to time by the Board of 
Directors. The consideration for the issuance of shares may be paid in whole 
or in part in money, in other property, tangible or intangible, or in labor 
or services actually performed for the Corporation, as permitted by the laws 
of the State of Delaware.  The reasonable charges and expenses of 
organization or reorganization and the reasonable expenses of and 
compensation for the sale or underwriting of its shares may be paid 

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or allowed by the Corporation out of the consideration received by it in 
payment for its shares without rendering the shares not fully paid or 
assessable.

    4.3.  TRANSFERS.  Subject to the restrictions set forth in Section 1.9 of 
these Bylaws, shares may be transferred by delivery of the certificate, 
accompanied either by an assignment in writing on the back of the 
certificate, or by a written power of attorney to sell, assign and transfer 
the same, signed by the record holder of the certificate.  Except as 
otherwise specifically provided in these Bylaws, no shares of stock shall be 
transferred on the books of the Corporation until the outstanding certificate 
therefor has been surrendered to the Corporation.

    4.4.  LOSS OR DESTRUCTION OF CERTIFICATES.  In the event of the loss or 
destruction of any certificate, no new certificate shall be issued in lieu 
thereof except upon satisfactory proof to the Chairman of the Board, the 
President of such loss or destruction, and upon the giving of security, by 
bond, indemnity or otherwise, satisfactory to the President against loss to 
the Corporation.

    4.5.  CLOSING STOCK TRANSFER BOOKS AND FIXING RECORD DATE.  For the 
purpose of determining shareholders entitled to notice of or to vote at any 
meeting of shareholders or any adjournment thereof, or entitled to receive 
payment of any dividend, or in order to make a determination of shareholders 
for the payment of any distribution, the allotment of rights, the conversion 
or exchange of any securities by their terms or any other proper purpose, the 
Board of Directors may provide that the stock transfer books shall be closed 
for a stated period but not to exceed, in any case, sixty (60) days.  If the 
stock transfer books shall be closed for the purpose of determining 
shareholders entitled to notice of or to vote at a meeting of shareholders, 
such books shall be closed for at least ten (10) days immediately preceding 
such meeting.  In lieu of closing the stock transfer books, the Board of 
Directors may fix in advance a date as the record date for any such 
determination of shareholders, such date in any case to be not more than 
sixty (60) days and, in case of a meeting of shareholders, not less than ten 
(10) days prior to the date on which the particular action, requiring such 
determination of shareholders,, is to be taken.  When a determination of 
shareholders entitled to vote at any meeting of shareholders has been made as 
provided in this section, such determination shall apply to any adjournment 
thereof.


                                 SECTION 5.
                         BOOKS, RECORDS AND REPORTS

    5.1.  RECORDS OF CORPORATE MEETINGS AND SHARE REGISTERS.  The Corporation 
shall keep complete records of all proceedings of the Board of Directors and 
shareholders and shall keep at its registered office or principal place of 
business or at the office of its transfer agent or registrar, a record of its 
shareholders, giving the names and addresses of all shareholders, the number 
and class of shares held by each and the dates they acquired same.

    5.2.  COPIES OF RESOLUTIONS.  Any person dealing with the Corporation may 
rely upon a copy of any of the records of the proceedings, resolutions, or 
votes of the Board of Directors or shareholders, when certified by the 
Chairman of the Board, the President, Vice President, Secretary or Assistant 
Secretary.

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    5.2.  BOOKS OF ACCOUNT.  The Corporation shall keep appropriate and 
complete books of account.


                                   SECTION 6.
                                  FISCAL YEAR

    The fiscal year of the Corporation shall be the calendar year.


                                   SECTION 7.
                                   DIVIDENDS

    7.1.  DECLARATION OF DIVIDENDS.  Dividends upon the capital stock of the 
Corporation subject to the provisions of the Certificate of Incorporation, if 
any, may be declared by the Board of Directors at any regular or special 
meeting, pursuant to law.  Dividends may be paid in cash, in property, or in 
shares of the capital stock, subject to the provisions of the Certificate of 
Incorporation.

    7.2.  CREATION OF RESERVES.  Before payment of any dividend, there may be 
set aside out of any funds of the Corporation available for dividends such 
sum or sums as the Directors from time to time, in their absolute discretion, 
think proper as a reserve or reserves to meet contingencies, or for 
equalizing dividends, or for repairing or maintaining any property of the 
Corporation, or for such other purpose as the directors shall think conducive 
to the interest of the Corporation, and the directors may modify or abolish 
any such reserve in the manner in which it was created.


                                   SECTION 8.
                      MISCELLANEOUS PROCEDURAL PROVISIONS

    The rules contained in the most recent edition of Robert's Rules of 
Order, Revised, shall govern all meetings of shareholders and directors where 
those rules are not inconsistent with the Certificate of Incorporation, these 
Bylaws or special rules of order of the Corporation.


                                   SECTION 9.
                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

    9.1.  The Corporation shall, to the full extent permitted by law, 
including, without limitation, Section 145 of the Delaware General 
Corporation Law, indemnify all directors, officers, employees, agents and 
other persons whom it may indemnify pursuant thereto against any liability, 
and the expenses incurred in defense of such liability, that may be asserted 
against or incurred by such person arising out of such person's status with 
or service to or at the request of the Corporation.  The Corporation shall 
pay the expenses of any director or officer in defense of such liability in 
advance of the final disposition of the matter upon receipt of an undertaking 
by or on behalf of such director or officer to repay such amount if it shall 
ultimately be determined that he is not entitled to be indemnified by the 
Corporation.  Nothing contained 

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herein shall be deemed to require or make mandatory the purchase and 
maintenance of insurance as may be permitted under Section 145(g) of the 
Delaware General Corporation Law.

    9.1.  PAYMENT OF EXPENSES.  Expenses incurred in defending a civil or 
criminal action, suit or proceeding may be paid by the Corporation in advance 
of the final disposition of such action, suit or proceeding as authorized by 
the Board of Directors in the specific case upon receipt of an undertaking by 
or on behalf of the director, officer, employee or agent to repay such amount 
unless it shall ultimately be determined that he is entitled to be 
indemnified by the Corporation as authorized in this section.

    9.3.  NON-EXCLUSIVE.  The indemnification provided by this Section shall 
not be deemed exclusive of any other rights to which those seeking 
indemnification may be entitled under any bylaw, agreement, vote of 
shareholders or disinterested directors or otherwise, both as to action in 
his official capacity and as to action in another capacity while holding such 
office, and shall continue as to a person who has ceased to be a director, 
officer, employee or agent and shall inure to the benefit of the heirs, 
executors and administrators of such a person.

    9.4.  INSURANCE.  The Corporation may purchase and maintain insurance on 
behalf of any person who 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 against any liability asserted 
against him and incurred by him in any such capacity, or arising out of his 
status as such, whether or not the Corporation would have the power to 
indemnify him against such liability under the provisions of this section.

    9.5.  AMENDMENTS TO INDEMNIFICATION.  The Board of Directors is 
specifically authorized, without any action on the part of the shareholders, 
to alter or amend this section, and other provisions of these bylaws, to such 
an extent and in such manner as the law of Delaware, or other applicable law, 
relating to indemnification of the directors, officers, employees and agents 
therein referred to may, at any time and from time to time, authorize or 
permit.


                                  SECTION 10.
                                  AMENDMENTS

    These bylaws may be altered, amended or repealed or new bylaws may be 
adopted at any regular meeting of the shareholders or of the Board of 
Directors or at any special meeting of the shareholders or of the Board of 
Directors if notice of such alteration or repeal be contained in the notice 
of such special meeting.

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                           CERTIFICATE OF SECRETARY

    I, Denis M. Curley, certify that I am the duly elected Secretary of THE 
ACKERLEY GROUP, INC., and that these Restated Bylaws constitute the 
Corporation's Bylaws as amended through the date hereof.

    SO CERTIFIED this 3rd day of November, 1997.

                                       THE ACKERLEY GROUP, INC.


                                       /s/ Denis M. Curley
                                       ----------------------------
                                       Denis M. Curley, Secretary


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