AMENDMENT TO THE
AMENDED AND RESTATED CODE OF BY-LAWS
(Adopted June 23, 1998)
SECTION 1.1 OF THE CORPORATION'S AMENDED AND RESTATED CODE OF BY-LAWS IS
AMENDED TO READ AS FOLLOWS:
Section 1.1. Name. The name of the Corporation is Emmis Communications Corporation (hereinafter referred to
as the "Corporation").
THE TITLE OF THE AMENDED AND RESTATED CODE OF BY-LAWS IS AMENDED TO REFLECT
THE CHANGE OF THE NAME OF THE CORPORATION TO EMMIS COMMUNICATIONS
CORPORATION.
SECTION 4.5.1 OF THE AMENDED AND RESTATED CODE OF BY-LAWS IS AMENDED TO READ
AS FOLLOWS:
Section 4.5.1. Radio Division President. The Radio Division President, if one is elected, shall have general active
management of all radio operations of the Corporation. He may execute and deliver, in the name of the
Corporation, any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the
Corporation unless the authority to execute and deliver is required by law to be exercised by another person or is
delegated by the Articles or By-Laws or by the Board of Directors to some other officer or agent of the
Corporation. He shall have such other duties as may be prescribed from time to time by the Board of Directors.
A NEW SECTION 4.5.3 IS INSERTED INTO THE AMENDED AND RESTATED
CODE OF BY-LAWS TO READ AS FOLLOWS:
Section 4.5.3. Television Division President. The Television Division President, if one is elected, shall have
general active management of all television operations of the Corporation. He may execute and deliver, in the
name of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business
of the Corporation unless the authority to execute and deliver is required by law to be exercised by another
person or is delegated by the Articles or By-Laws or by the Board of Directors to some other officer or agent of
the Corporation. He shall have such other duties as may be prescribed from time to time by the Board of
Directors.
SECTION 4.6 OF THE AMENDED AND