<PAGE>

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION

                                       OF

                       PEGASUS COMMUNICATIONS CORPORATION

         Ted S. Lodge, being a duly elected Senior Vice President of Pegasus
Communications Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:

         1. The Corporation filed its original Certificate of Incorporation with
the Delaware Secretary of State on May 30, 1996 (the "Certificate").

         2. The original name of the Corporation was Pegasus Communications and
Media Corporation.

         3. The Board of Directors and the Stockholders of the Corporation,
pursuant to Sections 242 and 245 of the General Corporation Law of the State of
Delaware, adopted resolutions authorizing the Corporation to amend, integrate
and restate the Corporation's Certificate in its entirety to read as follows.

                  FIRST: The name of the Corporation is PEGASUS COMMUNICATIONS
         CORPORATION (the "Corporation").

                  SECOND: The address of the Corporation's registered office in
         the State of Delaware is 103 Springer Building, 3411 Silverside Road,
         Wilmington, Delaware, 19810. The name of the Corporation's registered
         agent at such address is Organization Services, Inc., in the County of
         New Castle.

                  THIRD: The purpose of the Corporation is to engage in any
         lawful act or activity for which corporations may be organized under
         the Delaware General Corporation Law.

                  FOURTH: The total number of shares of stock which the
         Corporation shall have authority to issue is 90,000,000 shares, divided
         into 50,000,000 shares of Class A Common Stock, par value $0.01 per
         share, 15,000,000 shares of Class B Common Stock, par value $0.01 per
         share, 20,000,000 shares of Non-Voting Common Stock, par value $0.01
         per share, and 5,000,000 shares of Preferred Stock, par value $0.01 per
         share.

                  No stockholder shall have any preemptive right to subscribe to
         or purchase any issue of stock or other securities of the Corporation,
         or any treasury stock or other treasury securities.

                  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 are as follows:
<PAGE>

                               I. PREFERRED STOCK

                  1. General. The Board of Directors shall have authority, by
         resolution, to divide any or all of the shares of Preferred Stock into,
         and to authorize the issue of, one or more series, and with respect to
         each such series to establish and, prior to the issue thereof, to fix
         and determine:

                           (a) a distinguishing designation for such series and
                  the number of shares comprised by such series, which number
                  may (except as otherwise provided by the Board of Directors in
                  creating such series) be increased or decreased from time to
                  time (but not below the number of shares then outstanding) by
                  action of the Board of Directors;

                           (b) the rate and times at which and the other
                  conditions on which dividends, if any, on the shares may be
                  declared and paid or set aside for payment; whether the shares
                  shall be entitled to any participating or other dividends in
                  addition to dividends at the rate so determined and, if so, on
                  what terms; and whether dividends shall be cumulative and, if
                  so, from what date or dates and on what terms;

                           (c) whether or not the shares shall have voting
                  rights, in addition to the voting rights provided by law and,
                  if so, the terms and conditions thereof;

                           (d) whether the shares shall be convertible or
                  exchangeable, at the option of either the holder or the
                  Corporation or upon the happening of a specified event, and,
                  if so, the terms and conditions of such conversion or
                  exchange, including provisions for any adjustment of the
                  conversion or exchange rate;

                           (e) whether or not the shares shall be redeemable
                  and, if so, the terms and conditions, if any, upon which they
                  may be redeemed, including the date or dates or event or
                  events upon or after which they shall be redeemable, the cash,
                  property or rights (including securities of the Corporation
                  and of a corporation or corporations other than the
                  Corporation) for which they may be redeemed, whether they
                  shall be redeemable at the option of the holder or the
                  Corporation, or both, or upon the happening of a specified
                  event or events and the amount or rate of cash, property or
                  rights (including securities of the Corporation and of a
                  corporation or corporations other than the Corporation) per
                  share payable in case of redemption, which amount may vary
                  under different conditions and at different redemption dates,
                  including provisions for any adjustment of the redemption
                  prices or rates;

                                       2
<PAGE>

                           (f) whether any shares shall be redeemed through
                  sinking fund payments and, if so, on what terms;

                           (g) the amounts payable upon shares in the event of
                  voluntary or involuntary liquidation, dissolution, winding up
                  or distribution of the assets of the Corporation; and

                           (h) the subject to the provisions of the next
                  succeeding paragraph of this Section 1 of Part I, any other
                  relative powers, preferences and rights and qualifications,
                  limitations and restrictions of such series.

                  In the resolution establishing a new series of Preferred
         Stock, the Board of Directors may provide for such additional rights,
         and with respect to rights as to dividends, redemption and liquidation,
         such relative preferences between shares of different series, as are
         not inconsistent with the rights of any outstanding shares of
         previously established series, and not inconsistent with any other
         provision of this Article FOURTH, but in the resolution creating a new
         series of Preferred Stock the Board of Directors may provide that such
         series shall have a preference over outstanding shares of any
         previously created series of Preferred Stock with respect to rights as
         to dividends, redemption and liquidation only to the extent that the
         resolutions of the Board of Directors authorizing such previously
         created series expressly so permit.

                  All shares of Preferred Stock of all series shall be identical
         except as to the above mentioned rights and preferences which the Board
         of Directors is authorized as aforesaid to fix and determine. Except to
         the extent that the resolution of the Board of Directors establishing a
         particular series shall otherwise provide: (i) in case the stated
         dividends are not paid in full, all shares of Preferred Stock of all
         series shall participate ratably in the payment of dividends, including
         accumulated but unpaid dividends, in accordance with the sums which
         would be payable thereon if all dividends thereon were declared and
         paid in full, and (ii) in case amounts payable upon liquidation of all
         series are not paid in full, all shares of Preferred Stock of all
         series having a liquidation preference on a parity with one another
         shall participate ratably in any distribution of assets other than by
         way of dividends, in accordance with the sums which would be payable on
         such distribution if all sums payable thereon to holders of all shares
         of Preferred Stock were discharged in full.

                  2. Dividends. When and as declared by the Board of Directors,
         in its discretion or upon the occurrence of conditions specified in the
         resolution of the Board of Directors authorizing a particular series of
         Preferred Stock (including, without limitation, the sole specified
         condition that funds for the payment of any dividend be legally
         available for the payment of dividends under the laws of the State of
         Delaware as in effect at the time any periodic dividend is declared or
         payable, in which event the Board of Directors, in considering the
         payment of a dividend on such a series of Preferred Stock, shall not
         exercise any element of discretion which it might otherwise exercise in
         determining whether a dividend should be declared and paid), the
         holders of the shares of Preferred Stock shall be entitled to receive
         out of any funds of the Corporation lawfully available for dividends
         under the laws of the State of Delaware, dividends at such fixed rate,
         if any (or, if participating, such participating rate and such fixed
         rate, if any), per share for each particular series, and no more,
         payable with such frequency and on such dates, and payable in cash, in
         property or in rights (including securities of the Corporation or of
         one or more corporations or other legal entities other than the
         Corporation), or a combination thereof, in each case as the Board of
         Directors may determine in fixing and determining the rights and
         preferences of such series as above provided. Except to the extent that
         the resolution of the Board of Directors establishing a particular
         series shall provide that dividends on shares of such series shall not
         be cumulative or shall otherwise provide, such dividends on the
         Preferred Stock shall be cumulative from the dates as follows:

                                       3
<PAGE>

                           (a) in the case of shares issued prior to the record
                  date for the initial dividend on shares of the series of which
                  such shares shall constitute a part, then from the date of
                  issuance of such shares;

                           (b) in the case of shares issued during the period
                  commencing immediately after the record date for a dividend on
                  shares of such series and terminating at the close of the
                  payment date for such dividend, then from such dividend
                  payment date; and

                           (c) otherwise, from the dividend payment date next
preceding the date of issuance of such shares.

                  Accrued but undeclared or unpaid dividends on any shares of
Preferred Stock shall not bear interest.

                  Further restrictions with respect to dividends and
         distributions on, and acquisitions for value of, shares of Preferred
         Stock and shares of Class A Common Stock, Class B Common Stock and
         Non-Voting Common Stock are set forth in Section 6 of this Part I.

                  3. Redemption of Preferred Stock. Except as otherwise provided
         in Section 6 of this Part I, and except to the extent that the
         resolution of the Board of Directors establishing a particular series
         shall provide that shares of such series (a) shall not be redeemable by
         the Corporation or (b) shall be redeemable by the Corporation only
         after a specified date or period or subject to any other condition or
         conditions or (c) shall be redeemable in another manner, the
         Corporation may redeem all or any of the outstanding shares of
         Preferred Stock, or all or any shares of any series thereof, at any
         time or from time to time, upon payment in respect of the shares so
         redeemed of the amount payable upon redemption thereof fixed as
         aforesaid by the Board of Directors in respect of the series of which
         such shares shall constitute a part, together in each case, to the
         extent that such shares have cumulative dividend rights, with an amount
         equal to all accumulated and unpaid dividends accrued thereon to the
         date of redemption, whether or not such dividends shall have been
         earned or declared (such price, including such amount equal to such
         accumulated and unpaid dividends, and whether payable in cash, property
         or rights or a combination thereof, as hereinafter provided, being
         hereinafter called the "redemption price"). In fixing the redemption
         price for shares of Preferred Stock of a particular series as
         aforesaid, the Board of Directors shall specify whether such redemption
         price shall be paid in cash, in property or in rights (including
         securities of the Corporation or of one or more legal entities other
         than the Corporation), or a combination thereof. If the redemption
         price of shares of a particular series may be paid in whole or in part
         in property or rights, the resolution fixing the redemption price shall
         specify the method to be followed in valuing the property or rights
         which may be used to make such payment.

                                       4
<PAGE>

                  Any redemption by the Corporation shall be in such amount, at
         such place and in such manner as the Board of Directors shall
         determine. Except to the extent that the resolution of the Board of
         Directors authorizing a particular series of Preferred Stock shall
         otherwise provide, in the case of a redemption by the Corporation of
         less than all the outstanding shares of Preferred Stock of any series,
         the particular shares to be redeemed shall be selected by lot in such
         manner as the Board of Directors shall determine. Unless otherwise
         waived in writing by the holder thereof, notice of every redemption
         shall be mailed at least 30 days (or such shorter period as shall be
         specified in the resolutions of the Board of Directors establishing the
         particular series) prior to the date fixed for such redemption to the
         holders of record of the shares so to be redeemed at their respective
         addresses as the same shall appear on the books of the Corporation.

                  From and after the date fixed in any such notice as the date
         of redemption by the Corporation, unless default shall be made by the
         Corporation in providing the redemption price at the time and place
         specified for the payment thereof pursuant to said notice, all
         dividends on the shares of Preferred Stock thereby called for
         redemption shall cease to accrue and all rights of the holders thereof
         as stockholders in the Corporation, except the right to receive the
         redemption price upon surrender of their share certificates, shall
         cease and terminate, and such shares shall not be deemed outstanding
         for any purpose.

                  The Corporation may, however, give or irrevocably authorize
         the Depositary hereinafter mentioned forthwith to give written notice
         (in the manner as the notice of redemption is required to be given as
         aforesaid) to the holders of all the shares of Preferred Stock selected
         for redemption by the Corporation that the redemption price has been or
         will on a date specified be deposited with a designated bank, bank and
         trust company, or private bank, which shall have an office in
         Wilmington, Delaware, Philadelphia, Pennsylvania, or New York, New
         York, and shall have a capital and surplus of not less than $25,000,000
         (hereinafter called the "Depositary"), in trust for the account of the
         holders of such shares of Preferred Stock, and that such holders may
         receive the redemption price of such shares of Preferred Stock from
         such Depositary on or after the date of such deposit upon the surrender
         of their share certificates without awaiting the date fixed for
         redemption. In such event, if the redemption price shall have been so
         deposited by the Corporation with such Depositary, all rights as
         stockholders in the Corporation of the holders of the shares so called,
         except the right to receive the redemption price from such Depositary
         upon such surrender, shall cease and terminate upon the date of such
         deposit or the date of the giving of such notice or authority,
         whichever be later, and such shares of Preferred Stock shall thereafter
         not be deemed to be outstanding for any purpose; but if any shares so
         called for redemption shall at that time be convertible, the conversion
         privilege may be exercised in accordance with its terms, but not later
         than the close of business on the day prior to the date fixed for
         redemption. Any portion of the redemption price so deposited which
         represents the redemption price of convertible shares which are
         actually converted shall promptly be repaid by the Depository to the
         Corporation. Any remaining portion of the redemption price so deposited
         which shall remain unclaimed by the holders of such shares of Preferred
         Stock at the end of two years after the date so fixed for redemption
         shall be paid by such Depositary to the Corporation, after which the
         holders of such shares of Preferred Stock shall look only to the
         Corporation for payment of the redemption price thereof.



                                       5
<PAGE>

                  Shares of Preferred Stock of any series redeemed, purchased or
         otherwise acquired may be cancelled by the Board of Directors and
         thereupon restored to the status of authorized but unissued shares of
         Preferred Stock undesignated as to series.

                  4. Liquidation or Dissolution. Except to the extent that the
         resolution of the Board of Directors establishing a particular series,
         shall otherwise provide with respect to shares of such series, on any
         voluntary or involuntary liquidation or dissolution of the Corporation,
         before any payment or distribution shall be made to the holders of any
         Common Stock, the holders of the shares of Preferred Stock shall be
         entitled to be paid the amounts, if any, respectively fixed therefor as
         aforesaid by the Board of Directors in respect of each outstanding
         series of Preferred Stock, together in each case, to the extent such
         shares have cumulative dividend rights, with an amount equal to all
         accumulated and unpaid dividends thereon to the date of such payment,
         whether or not such dividends shall have been earned or declared.

                  After such payment shall have been made in full to the holders
         of shares of Preferred Stock, they shall be entitled to no further
         payment or distribution, and the holders of Class A Common Stock, Class
         B Common Stock and Non-Voting Common Stock shall be entitled to share
         ratably in all remaining assets of the Corporation.

                  A consolidation with or merger with or into any other
         corporation or corporations shall not be deemed a liquidation or
         dissolution of the Corporation within the meaning of this Section 4 of
         Part I.

                  5. Voting Rights. Except to the extent that the resolution of
         the Board of Directors establishing a particular series shall otherwise
         provide, and except as otherwise provided herein or by law, at each
         meeting of stockholders of the Corporation, each holder of shares of
         Preferred Stock shall be entitled to one vote for each such share
         standing in his or her name on the books of the Corporation on each
         matter to come before the meeting.

                  The resolution of the Board of Directors establishing a
         particular series may confer on holders of the shares of such series,
         voting separately or with holders of shares of Preferred Stock of other
         series, the right to elect a member or members of the Board of
         Directors at any time or from time to time.




                                       6
<PAGE>

                  6. Restrictions on Dividends and Purchase of Shares of
         Preferred, Class A Common Stock, Class B Common Stock and Non-Voting
         Common Stock.

                  (a) So long as any shares of Preferred Stock shall be
         outstanding, no dividend (other than dividends payable in shares of
         Class A Common Stock, Class B Common Stock or Non-Voting Common Stock)
         shall be paid or distribution shall be made on the shares of Class A
         Common Stock, Class B Common Stock or Non-Voting Common Stock, nor
         shall any shares of Class A Common Stock, Class B Common Stock or
         Non-Voting Common Stock be purchased, retired or otherwise acquired by
         the Corporation, unless in each such case:

                           (1) all accumulated and unpaid dividends, if any, on
                  all outstanding shares of Preferred Stock for all past
                  dividend periods shall have been paid and full dividends, if
                  any, on all shares of Preferred Stock for the then current
                  dividend period declared and a sum sufficient for the payment
                  thereof set apart; and

                           (2) the Corporation shall not be in arrears in
                  respect of any sinking fund obligation or obligations of a
                  similar nature in respect of any series of Preferred Stock.

                  (b) The resolutions of the Board of Directors establishing a
         particular series of Preferred Stock may provide that the payment of
         any dividend or the making of any distribution on, or the redemption,
         purchase or other acquisition (for sinking fund purposes or otherwise)
         by the Corporation of, shares of that series or any other series of
         Preferred Stock (but, in the case of any other series established
         before the series in question, only if the resolution of the Board of
         Directors establishing such other series so permits) shall be
         conditioned on:

                           (1) the payment of all accumulated and unpaid
                  dividends, if any, on all outstanding shares of Preferred
                  Stock of one or more specified series and the declaration of
                  full dividends, if any, on all shares of Preferred Stock of
                  one or more specified series for the then current dividend
                  period and the setting apart of a sum sufficient for the
                  payments thereof;

                           (2) the absence of any arrearage in respect of any
                  sinking fund obligation or obligations of a similar mature in
                  respect of one or more specified series of Preferred Stock; or

                           (3) any other condition specified in such resolution.

                  7. Certain Matters Requiring Consent of Holders of Two-Thirds
         of Preferred Stock. So long as any shares of Preferred Stock shall be
         outstanding, and subject to the provisions of the last sentence of this
         Section 7 of Part I, the Corporation shall not, without the consent of
         the holders of at least two-thirds of the shares of Preferred Stock at
         the time outstanding, voting as a single class and not separately by
         series, given in person or by proxy, either in writing or at a meeting
         called for the purpose:



                                       7
<PAGE>

                           (a) adopt or effect any amendment to the
                  Corporation's Certificate of Incorporation, including any
                  amendment to the terms of any previously created series of
                  Preferred Stock, other than an amendment of the nature
                  described under Section 8 of this Part I, which would
                  adversely affect the powers, preferences or special rights of
                  the Preferred Stock; but if any such amendment shall adversely
                  affect the powers, preferences or special rights of one or
                  more, but not all, of the several series of Preferred Stock at
                  the time outstanding, the consent of the holders of at least
                  two-thirds of the shares then outstanding of those series
                  adversely affected, voting together and not by series, shall
                  be required in lieu of the consent of the holders of
                  two-thirds of the Preferred Stock; or

                           (b) authorize any new class of stock which is senior
                  to the Preferred Stock with respect to the payment of
                  dividends or distributions on liquidation or dissolution.

         Notwithstanding the foregoing provisions, the resolution of the Board
         of Directors creating a particular series may provide that the consent
         of the holders of the outstanding shares of such series shall not be
         required with respect to some or all of the foregoing matters and, to
         the extent so provided, such shares shall not be deemed outstanding for
         the purpose of applying the provisions of this Section 7 of Part I.

                  8. Certain Matters Requiring Consent of Holders of Majority of
         All Outstanding Shares. The Corporation may increase the authorized
         number of shares of Preferred Stock, or authorize any new class of
         stock which is on a parity with the Preferred Stock with respect to the
         payment of dividends or distributions on liquidation or dissolution, by
         obtaining the affirmative vote, given in person or by proxy, of the
         holders of at least a majority of the then outstanding Class A Common
         Stock, Class B Common Stock and Preferred Stock, voting together and
         not by class.


                 II. CLASS A COMMON STOCK, CLASS B COMMON STOCK
                           AND NON-VOTING COMMON STOCK

                  1.       Dividends.

                  (a) Subject to the rights of the holders of Preferred Stock,
         and subject to any other provisions of this Certificate of
         Incorporation, as amended from time to time, the holders of Class A
         Common Stock, the holders of Class B Common Stock and the holders of
         Non-Voting Common Stock shall be entitled to receive such dividends and
         other distributions in cash or property of the Corporation, or, subject
         to subsection (b), securities or obligations of the Corporation, as may
         be declared thereon by the Board of Directors from time to time out of
         assets or funds of the Corporation legally available therefor; but
         except as provided in subsection (b), a dividend may be declared and
         paid on shares of either the Class A Common Stock, the Class B Common
         Stock or the Non-Voting Common Stock only if an identical dividend
         shall be simultaneously declared and paid on each share of each other
         class.

                                       8
<PAGE>

                  (b) In the case of dividends or other distributions payable on
         the Class A Common Stock, the Class B Common Stock or the Non-Voting
         Common Stock, including distributions pursuant to stock splits or
         divisions of the Class A Common Stock, the Class B Common Stock or the
         Non-Voting Common Stock, (1) only Class A Common Stock shall be paid or
         distributed on the Class A Common Stock, only Class B Common Stock
         shall be paid or distributed on the Class B Common Stock, and only
         Non-Voting Common Stock shall be paid or distributed on the Non-Voting
         Common Stock, and (2) any such payment or distribution on any class may
         be made only if parallel action is simultaneously taken in respect of
         each other class, so that the number of shares of each class
         outstanding immediately following such stock dividend, stock split or
         stock division shall bear the same relationship to each other as the
         number of shares of each class outstanding immediately before such
         stock dividend, stock split or stock division.

                  (c) In the case of any decrease in the number of outstanding
         shares of the Class A Common Stock, the Class B Common Stock or the
         Non-Voting Common Stock resulting from a combination or consolidation
         of shares or other capital reclassification, parallel action shall be
         simultaneously taken in respect of each other class so that the number
         of shares of each class outstanding immediately following such
         combination, consolidation or capital reclassification shall bear the
         same relationship to each other as the number of shares of each class
         outstanding immediately before such combination, consolidation or
         capital reclassification.

                  2.       Voting.

                  (a) At every meeting of stockholders and in respect of each
         action by consent in writing of the holders, every holder of Class A
         Common Stock shall be entitled to one (1) vote in person or by proxy
         for each share of Class A Common Stock standing in his or her name on
         the transfer books of the Corporation, and every holder of Class B
         Common Stock shall be entitled to ten (10) votes in person or by proxy
         for each share of Class B Common Stock standing in his or her name on
         the transfer books of the Corporation.

                  (b) Except as may be otherwise required by law or by Section
         2(c) of this Part II, the holders of Class A Common Stock and Class B
         Common Stock shall vote together as a single class, and not separately
         by designated classes, on all matters with respect to which a vote of
         the stockholders of the Corporation is required or permitted under
         applicable law, including, without limitation, any amendment of this
         Certificate of Incorporation (whether any such amendment increases or
         decreases the number of authorized shares of Class A Common Stock, or
         otherwise), subject to any voting rights that may be granted to holders
         of Preferred Stock.




                                       9
<PAGE>

                  (c) Notwithstanding Section 2(b) of this Part II, but subject
         to any voting rights that may be granted to holders of Preferred Stock,
         the following matters may be authorized only by the vote of the holders
         of a majority of the outstanding shares of the Class A Common Stock and
         a majority of the outstanding shares of the Class B Common Stock,
         voting as separate classes:

                           (i) the authorization or issuance (other than
                  issuances that comply with Section 1(b)(2) of this Part II) of
                  additional shares of Class B Common Stock after the closing
                  date of the Corporation's initial public offering of shares of
                  Class A Common Stock registered under the Securities Act of
                  1933; and

                            (ii) any amendment to this certificate of
                  incorporation that has any of the following effects:

                                    (1) any decrease in the voting rights per
                           share of the Class A Common Stock or any increase in
                           the voting rights per share of the Class B Common
                           Stock;

                                    (2) any increase in the number of shares of
                           Class A Common Stock into which shares of Class B
                           Common Stock are convertible, as provided herein;

                                    (3) any relaxation on the restrictions on
                           transfer of the Class B Common Stock, as provided
                           herein; or

                                    (4) any change in the powers, preferences or
                           special rights of the Class A Common Stock or the
                           Class B Common Stock adversely affecting the holders
                           of the Class A Common Stock.

                  (d) Except as may otherwise be required by law, the holders of
         the Non-Voting Common Stock shall have no voting rights, including,
         without limitation, on any amendment to this Certificate of
         Incorporation (whether any such amendment increases or decreases the
         number of authorized shares of Non-Voting Common Stock, or otherwise).
         In any case in which the holders of the Non-Voting Common Stock have
         voting rights required by law, including, without limitation, on any
         amendment of this Certificate of Incorporation, (1) every holder of
         Non-Voting Common Stock shall be entitled to one (1) vote in person or
         by proxy for each share of Non-Voting Common Stock standing in his or
         her name on the transfer books of the Corporation, and (2) the holders
         of the Non-Voting Common Stock shall vote together with the holders of
         the Class A Common Stock and the Class B Common Stock and not as a
         separate class unless otherwise required by law.

                                       10
<PAGE>

                  3.       Transfer.

                  (a) No person holding shares of Class B Common Stock of record
         (hereinafter called "Class B Holder") may transfer, and the Corporation
         shall not register the transfer of, such shares of Class B Common
         Stock, whether by sale, assignment, gift, bequest, appointment,
         operation of law or otherwise, except to a Permitted Transferee.
         "Permitted Transferee" means:

                           (1) Marshall W. Pagon or any immediate family member
         of his; or

                           (2) any trust (including a voting trust),
         corporation, partnership or other entity, more than 50% of the voting
         equity interests of which are owned directly or indirectly by (or, in
         the case of a trust not having voting equity interests, which is more
         than 50% for the benefit of) and which is controlled by, one or more
         persons referred to in Section 3(a)(1) of this Part II; or

                           (3) the estate of any person referred to in Section
                  3(a)(1) of this Part II until such time as the property of
                  such estate is distributed in accordance with his will or
                  applicable law.

         For purposes of the definition of "Permitted Transferee": (A)
         "immediate family member" means (i) the spouse or any parent of
         Marshall W. Pagon, (ii) any lineal descendant of a parent of Marshall
         W. Pagon, and (iii) the spouse of any such lineal descendant (parentage
         and descent in each case to include adoptive and step relationships);
         and (B) "control" of a trust, corporation or other entity means the
         possession, directly or indirectly, of the power to direct or cause the
         direction of the management or policies of the trust, corporation or
         other entity, whether through the ownership of voting securities, by
         agreement or otherwise.

                  (b) Notwithstanding anything to the contrary set forth herein,
         any Class B Holder may pledge such Holder's shares of Class B Common
         Stock to a pledgee pursuant to a bona fide pledge of such shares as
         collateral security for indebtedness due to the pledgee, provided that
         such shares shall not be transferred to or registered in the name of
         the pledgee and shall remain subject to the provisions of this Section
         3. In the event of foreclosure or other similar action by the pledgee,
         such pledged shares of Class B Common Stock may be transferred only to
         a Permitted Transferee or may be converted into shares of Class A
         Common Stock, as the pledgee may elect.

                  (c) The following events shall result in the conversion of the
         applicable shares of Class B Common Stock into shares of Class A Common
         Stock:

                           (1) a Class B Holder shall transfer Class B Common
                  Stock to a person or entity not a Permitted Transferee;




                                       11
<PAGE>

                           (2) a Class B Holder shall transfer to any person or
                  entity not a Permitted Transferee, including, without
                  limitation, a pledgee, the right to vote any Class B Common
                  Stock, whether by agreement, voting trust or otherwise; or

                           (3) a trust, corporation, partnership or other entity
                  holding Class B Common Stock ceases to meet the description
                  contained in Section 3(a)(2) of this Part II.

         If any of the foregoing events shall occur, all shares of Class B
         Common Stock subject to such transfer or then held by such trust,
         corporation, partnership or other entity, whichever is applicable,
         shall, without further act on anyone's part, be converted into shares
         of Class A Common Stock effective upon the date such event occurs, and
         stock certificates formerly representing such shares of Class B Common
         Stock shall thereupon and thereafter be deemed to represent the like
         number of shares of Class A Common Stock. The Corporation may, in
         connection with preparing a list of stockholders entitled to vote at
         any meeting of stockholders, or as a condition to the transfer or the
         registration of shares of Class B Common Stock on the Corporation's
         books, require the furnishing of such affidavits, documents or other
         proof as it deems necessary to establish that any person is a Permitted
         Transferee or to ascertain that none of the events described in this
         subsection (c) has occurred.

                  (d) Shares of Class B Common Stock shall be registered in the
         names of a beneficial owner thereof and not in "street" or "nominee"
         name. For this purpose, a "beneficial owner" of any shares of Class B
         Common Stock means a person or entity that possesses the power, either
         singly or jointly, to direct the voting or disposition of such shares.
         The Corporation shall note on the certificates for shares of Class B
         Common Stock the existence of the restrictions on transfer imposed by
         this Section 3.

                  4.       Conversion Rights.

                  (a) Subject to the terms and conditions of this Section 4,
         each share of Class B Common Stock shall be convertible at any time or
         from time to time, at the option of the respective holder thereof, at
         the office of any transfer agent for Class B Common Stock, and at such
         other place or places, if any, as the Board of Directors may designate,
         or, if the Board of Directors shall fail so to designate, at the
         principal office of the Corporation, into one (1) fully paid and
         nonassessable share of Class A Common Stock. Upon conversion, the
         Corporation shall make no payment or adjustment on account of dividends
         accrued or in arrears on Class B Common Stock surrendered for
         conversion or on account of any dividends on the Class A Common Stock
         issuable on such conversion. Before any holder of Class B Common Stock
         shall be entitled to convert the same into Class A Common Stock, he
         shall surrender the certificate or certificates for such Class B Common
         Stock at the office of said transfer agent (or other place as provided
         above), which certificate or certificates, if the Corporation shall so
         request, shall be duly endorsed to the Corporation in blank or be
         accompanied by proper instruments of transfer to the Corporation in
         blank (such endorsements or instruments of transfer to be in form
         satisfactory to the Corporation), and shall give written notice to the
         Corporation at said office that he elects so to convert said Class B
         Common Stock in accordance with the terms of this Section 4 and shall
         state in writing therein the name or names in which he wishes the
         certificate or certificates for Class A Common Stock to be issued. The
         Corporation will as soon as practicable after such deposit of a
         certificate or certificates for Class B Common Stock, accompanied by
         the written notice and the statement above prescribed, issue and
         deliver at the office of said transfer agent (or other place as
         provided above) to the person for whose account such Class B Common
         Stock was so surrendered, or to his nominee or nominees, a certificate
         or certificates for the number of full shares of Class A Common Stock
         to which he or she shall be entitled as aforesaid. Subject to the
         provisions of subsection (c) of this Section 4, such conversion shall
         be deemed to have been made as of the date of such surrender of the
         Class B Common Stock to be converted; and the person or persons
         entitled to receive the Class A Common Stock issuable upon conversion
         of such Class B Common Stock shall be treated for all purposes as the
         record holder of holder of such Class A Common Stock on such date.



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<PAGE>

                  (b) The issuance of certificates for shares of Class A Common
         Stock upon conversion of shares of Class B Common Stock shall be made
         without charge for any stamp or other similar tax in respect of such
         issuance. However, if any such certificate is to be issued in a name
         other than that of the holder of the share or shares of Class B Common
         Stock converted, the person or persons requesting the issuance thereof
         shall pay to the Corporation the amount of any tax which may be payable
         in respect of any transfer involved in such issuance or shall establish
         to the satisfaction of the Corporation that such tax has been paid.

                  (c) The Corporation shall not be required to convert Class B
         Common Stock, and no surrender of Class B Common Stock shall be
         effective for that purpose, while the stock transfer books of Class A
         Common Stock or Class B Common Stock are closed for any purpose; but
         the surrender of Class B Common Stock for conversion during any period
         while such books are so closed shall become effective for conversion
         immediately upon the reopening of such books, as if the conversion had
         been made on the date such Class B Common Stock was surrendered.

                  (d) The Corporation covenants that it will at all times
         reserve and keep available, solely for the purpose of issuance upon
         conversion of the outstanding shares of Class B Common Stock, such
         number of shares of Class A Common Stock as shall be issuable upon the
         conversion of all such outstanding shares, but nothing contained herein
         shall be construed to preclude the Corporation from satisfying its
         obligations in respect of the conversion of the outstanding shares of
         Class B Common Stock by delivery of shares of Class A Common Stock held
         in the treasury of the Corporation. The Corporation covenants that if
         any shares of Class A Common Stock, required to be reserved for
         purposes of conversion hereunder, require registration with or approval
         of any governmental authority under any federal or state law before
         such shares of Class A Common Stock may be issued upon conversion, the
         Corporation will use its best efforts to cause such shares to be duly
         registered or approved, as the case may be. The Corporation will
         endeavor to list the shares of Class A Common Stock required to be
         delivered upon conversion prior to such delivery upon each national
         securities exchange, if any, upon which the outstanding Class A Common
         Stock is listed at the time of such delivery. The Corporation covenants
         that all shares of Class A Common Stock which shall be issued upon
         conversion of the shares of Class B Common Stock, will, upon issuance,
         be fully paid and nonassessable and not entitled to an preemptive
         rights.



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<PAGE>

                  (e) Shares of Class A Common Stock, including shares
         originally issued upon conversion of Class B Common Stock, shall not be
         convertible into Class B Common Stock or any other class of stock.

                  5. Subscription and Related Rights; Mergers and Other
         Transactions. In the event that rights to subscribe to Class A Common
         Stock, options or warrants to purchase Class A Common Stock, or any
         securities convertible into Class A Common Stock are offered or granted
         to all holders of Class A Common Stock, Class B Common Stock or
         Non-Voting Common Stock, parallel action shall be simultaneously taken
         in respect of each other class, so that the number of shares of each
         class that would be outstanding immediately after the exercise in full
         of such rights, options or warrants or the conversion of such
         convertible securities shall bear the same relationship to each other
         as the number of shares of each class outstanding immediately before
         the offer or grant of such rights, options, warrants or convertible
         securities. Except as provided in the following sentence, if there
         should be any merger, consolidation, purchase or acquisition of
         property or stock, separation, reorganization or liquidation of the
         Corporation, the holders of Class A Common Stock, the holders of Class
         B Common Stock and the holders of Non-Voting Common Stock shall receive
         the shares of stock, securities or other assets as would be issuable or
         payable upon such merger, consolidation, purchase or acquisition of
         such property or stock, separation, reorganization or liquidation as if
         the Class A Common Stock, the Class B Common Stock and the Non-Voting
         Common Stock were one and the same class of stock. Notwithstanding the
         foregoing, in the event of a merger or consolidation which, by its
         terms, contemplates that the holders of Class A Common Stock, Class B
         Common Stock and Non-Voting Common Stock will receive, in exchange for
         their Class A Common Stock, Class B Common Stock and Non-Voting Common
         Stock, capital stock of the surviving corporation, the holders of Class
         A Common Stock, Class B Common Stock and Non-Voting Common Stock shall
         be entitled (to the extent provided for in the terms of such merger or
         consolidation) to receive, in exchange for their Class A Common Stock,
         Class B Common Stock and Non-Voting Common Stock, respectively, shares
         of stock of the surviving corporation having substantially similar
         relative designations, preferences, qualification, privileges,
         limitations, restrictions (including, without limitation, restrictions
         on transferability) in the case of Class B Common Stock) and rights as
         the relative designations, preferences, qualifications, privileges,
         limitations, restrictions and rights of the Class A Common Stock, Class
         B Common Stock and Non-Voting Common Stock.

                  6. Liquidation Rights. In the event of any dissolution,
         liquidation or winding up of the affairs of the Corporation, whether
         voluntary or involuntary, after payment or provision for payment of the
         debts and other liabilities of the Corporation, and after payment in
         full of amounts, if any, required to be paid to the holders of shares
         of stock having preferential liquidation rights, including without
         limitation the holders of Preferred Stock, the remaining assets of the
         Corporation shall be divided among and distributed ratably to the
         holders of Class A Common Stock, Class B Common Stock (including those
         persons who shall become holders of Class A Common Stock by reason of
         converting their shares of Class B Common Stock) and Non-Voting Common
         Stock, with no distinction between the Class A Common Stock, the Class
         B Common Stock and the Non-Voting Common Stock. A merger or
         consolidation of the Corporation with or into any corporation or other
         entity or a sale of all or any part of the assets of the Corporation
         (which shall not in fact result in the liquidation of the Corporation
         and the distribution of its assets to stockholders) shall not be deemed
         to be a dissolution, liquidation or winding up of the affairs of the
         Corporation within the meaning of this Section 6.



                                       14
<PAGE>

                  7. Other Rights. Except as expressly set forth in this Article
         FOURTH, each share of Class A Common Stock and Non-Voting Common Stock
         shall entitle the holder thereof to rights that are in all respects
         identical to the rights of a holder of Class B Common Stock.

                  FIFTH: In furtherance and not in limitation of the general
         powers conferred by the laws of the State of Delaware, the Board of
         Directors is expressly authorized to make, alter or repeal the bylaws
         of the Corporation, except as specifically otherwise provided therein.

                  SIXTH: A director of the Corporation shall have no personal
         liability to the Corporation or its stockholders for monetary damages
         for breach of fiduciary duty as a director except to the extent that
         Section 102(b)(7) (or any successor provision) of the Delaware General
         Corporation Law, as amended from time to time, expressly provides that
         the liability of a director may not be eliminated or limited. No
         amendment or repeal of this Article SIXTH shall apply to or affect the
         liability or alleged liability of any director of the Corporation for
         or in respect of any act or omission of such director occurring before
         such amendment or repeal.





                                       15

<PAGE>


         IN WITNESS WHEREOF, the undersigned, for the purpose of amending and
restating the Certificate, affirms that this is the act and deed of the
Corporation and the facts stated herein are true, and accordingly has hereunto
signed this Amended and Restated Certificate of Incorporation this 18th day of
June, 1999.



                                       By:   /s/ Ted S. Lodge
                                             ----------------------------------
                                                Ted S. Lodge,
                                                Senior Vice President




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