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                                                                    EXHIBIT 3(a)



                  SECOND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                              CERPROBE CORPORATION


                  1. The name of the corporation is CERPROBE CORPORATION (which
is hereinafter referred to as the "Corporation").

                  2. The original Certificate of Incorporation was filed with
the Secretary of State of the State of Delaware on March 23, 1987, under the
name CERPROBE CORPORATION.

                  3. This Second Restated Certificate of Incorporation has been
duly proposed by resolutions adopted and declared advisable by the Board of
Directors of the Corporation, duly adopted by the stockholders of the
Corporation at a meeting duly called, and duly executed and acknowledged by the
officers of the Corporation in accordance with the provisions of Sections 103
and 245 of the General Corporation Law of the State of Delaware, and amends and
restates, and integrates the provisions of the Certificate of Incorporation of
the Corporation and, upon filing with the Secretary of State in accordance with
Section 103 and 242, shall thenceforth supersede the Certificate of
Incorporation and all amendments thereto, and shall, as it may thereafter be
amended in accordance with its terms and applicable law, be the Certificate of
Incorporation of the Corporation.

                  4. The text of the Certificate of Incorporation of the
Corporation is hereby amended and restated to read in its entirety as follows:


                                    ARTICLE I

                                      NAME

                  The name of the Corporation shall be Cerprobe Corporation.


                                   ARTICLE II

                                     ADDRESS

                  The registered office of the Corporation in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle.
The name and address of the Corporation's registered agent is The Corporation
Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.
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                                   ARTICLE III

                                     PURPOSE

                  The purpose for which this Corporation is organized is the
transaction of any or all lawful business for which corporations may be
incorporated under the laws of the State of Delaware, as may be amended from
time to time.


                                   ARTICLE IV

                                      STOCK

                  The Corporation shall have the authority to issue twenty-five
million (25,000,000) shares of Common Stock. The par value of each share of
Common Stock shall be 5/100 Dollar ($0.05). The Corporation shall have the
authority to issue ten million (10,000,000) shares of Preferred Stock. The par
value of each share of Preferred Stock shall be 5/100 Dollar ($0.05).

                                   Section 1.

                  Common Stock. The Board of Directors of the Corporation may,
from time to time, distribute on a pro rata basis to its Common Stock
shareholders, out of the capital surplus of the Corporation, a portion of its
assets, in cash or property.

                  The Board of Directors of the Corporation may, from time to
time, cause the Corporation to purchase its own Common Stock shares to the
extent of the unreserved and unrestricted earned and capital surplus of the
Corporation.

                  The Corporation may issue rights and options to purchase
shares of Common Stock of the Corporation to Directors, Officers or employees of
the Corporation or any affiliate thereof, and no shareholder approval or
ratification of any such issuance of rights and options shall be required.

                                   Section 2.

                  Preferred Stock. The Corporation shall have authority to issue
its Preferred Stock in series. The Board of Directors is vested with authority
to establish and designate series and to fix the number of shares to be included
in each such series and the relative rights, preferences and limitations of each
such series, subject to the provisions set forth below. If the stated dividends
and amounts payable on liquidation are not paid in full, the shares of all
series of the same class shall share ratably in the payment of dividends
including accumulations, if any, in accordance with the sums which would be
payable on such shares if all dividends were declared and paid in full, and in
any distribution of assets other than by way of dividends in accordance with the
sums which would be payable in such distribution if all sums payable were
discharged in full. The authority of the Board of Directors with respect to each
series of Preferred Stock shall include, but not be limited to, determination of
the following:

                           a. The number of shares constituting that series and
the distinctive designation of that series;

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                           b. The dividend rate on the shares of that series,
whether dividends shall be cumulative, and, if so, from which date or dates;

                           c. Whether that series shall participate in unlimited
dividend rights, and, if so, the extent of such participation;

                           d. Whether that series shall have voting rights, in
addition to the voting rights provided by law, and, if so, the terms of such
voting rights, including whether it shall vote as a separate series, or with
other series of Preferred Stock, or as one class with the holders of Common
Stock, with or without other series of Preferred Stock, and whether differently
as to different matters, or any combination of the foregoing;

                           e. Whether that series shall have conversion
privileges, and, if so, the terms and conditions of such conversion, including
provision for adjustment of the conversion rate in such events as the Board of
Directors shall determine;

                           f. Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such redemption, including
the date or dates upon or after which they shall be redeemable, and the amount
per share payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;

                           g. The amounts payable on the shares of that series
in the event of voluntary or involuntary liquidation, dissolution or winding up
of the Corporation;

                           h. Any other relative rights, preferences and
limitations of that series.

                  Dividends on outstanding Preferred Stock of each series shall
be declared and paid, or set apart for payment, before any dividends shall be
declared and paid, or set apart for payment, on the Common Stock with respect to
the same dividend period.

                  Upon any dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, the holders of the Preferred
Stock shall be entitled to receive out of the assets of the Corporation, before
any distribution shall be made to the holders of the Common Stock, the amounts
determined to be payable on the Preferred Stock of each series in the event of
voluntary or involuntary liquidation.

                  No holder of Preferred Stock shall be entitled to any
preemptive rights.

                  The Corporation may issue rights and options to purchase
shares of Preferred Stock of the Corporation to Directors, Officers or employees
of the Corporation or any affiliate thereof, and no shareholder approval or
ratification of any such issuance of rights and options shall be required.

                                   Section 3.

                  Cumulative Voting. At all elections of directors of the
Corporation, or at elections held under specified circumstances, each holder of
stock or of any class or classes or of a series or series thereof shall be
entitled to as many votes as shall equal the number of votes which he would be
entitled to cast for the election of directors with respect to his shares of
stock multiplied by the number of directors

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to be elected by him, and he may cast all of such votes for a single director or
may distribute them among the number to be voted for, or for any two or more of
them as he may see fit.

                                    ARTICLE V

                               BOARD OF DIRECTORS

                  The number of persons to serve on the Board of Directors shall
be fixed by the Bylaws.

                                   ARTICLE VI

                                 INDEMNIFICATION

                                   Section 1.

                  A director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived any
improper personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.

                  Any repeal or modification of the foregoing paragraph by the
stockholder of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

                                   Section 2.

                           a. Right to Indemnification. Each person who was or
is made a party or is threatened to be made a party to or is otherwise involved
in any action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "Proceeding"), by reason of the fact that he or she
is or was a director, officer or employee of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another Corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans
(hereinafter an "Indemnitee"), whether the basis of such Proceeding is an
alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, 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 such law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) reasonably incurred or suffered by such Indemnitee in
connection therewith and such indemnification shall continue as to an Indemnitee
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the Indemnitee's heirs, executors and administrators; provided,
however, that, except as provided in paragraph (b) hereof with respect to
Proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such Indemnitee in

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connection with a Proceeding (or part thereof) initiated by such Indemnitee only
if such Proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this Section shall be
a contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such Proceeding in advance of its final
disposition (hereinafter an "Advancement of Expenses"); provided, however, that,
if the Delaware General Corporation Law requires, an Advancement of Expenses
incurred by an Indemnitee in his or her capacity as a director or officer (and
not in any other capacity in which service was or is rendered by such
Indemnitee, including without limitation, service to an employee benefit plan)
shall be made only upon delivery to the Corporation of an undertaking, by or on
behalf of such Indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal that such Indemnitee is not entitled to be indemnified
for such expenses under this Section or otherwise (hereinafter and
"Undertaking").

                           b. Right of Indemnitee to Bring Suit. If a claim
under paragraph (a) of this Section is not paid in full by the Corporation
within sixty days after a written claim has been received by the Corporation,
except in the case of a claim for an Advancement of Expenses, in which case the
applicable period shall be twenty days, the Indemnitee may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim. If successful in whole or in part in any such suit or in a suit
brought by the Corporation to recover an Advancement of Expenses pursuant to the
terms of an Undertaking, the Indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit. In (i) any suit brought by the
Indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the Indemnitee to enforce a right to an Advancement of Expenses) it
shall be a defense that, and (ii) any suit by the Corporation to recover an
Advancement of Expenses pursuant to the terms of an Undertaking the Corporation
shall be entitled to recover such expenses upon final adjudication that, the
Indemnitee has not met the applicable standard of conduct set forth in the
Delaware General Corporation Law. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the Indemnitee is proper in the circumstances
because the Indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the Indemnitee has not met such applicable standard of
conduct, shall create a presumption that the Indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to
enforce a right hereunder, or by the Corporation to recover an Advancement of
Expenses pursuant to the terms of an undertaking, the burden of proving that the
Indemnitee is not entitled to be indemnified or to such Advancement of Expenses
under this Section or otherwise shall be on the Corporation.

                           c. Non-Exclusivity of Rights. The rights to
indemnification and to the advancement of expenses conferred in this Section
shall not be exclusive of any other right which any person may have or hereafter
acquire under any statute, this Certificate of Incorporation, Bylaws, agreement,
vote of stockholders or disinterested directors or otherwise.

                           d. Insurance. The Corporation may maintain insurance,
at its expense, to protect itself and any director, officer, employee or agent
of the Corporation or another Corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

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                           e. Indemnification of Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses,
to any agent of the Corporation to the fullest extent of the provisions of this
Section with respect to the indemnification and advancement of expenses of
directors, officers and employees of the Corporation.


                                   ARTICLE VII

                              ELECTION OF DIRECTORS

                  All elections of Directors will be by ballot vote where a
ballot vote is demanded by any person entitled to vote prior to the time the
voting begins; otherwise, a voice vote will suffice.


                                  ARTICLE VIII

                               AMENDMENT OF BYLAWS

                  The Bylaws may be altered, amended, repealed or temporarily or
permanently suspended, in whole or in part, or new bylaws adopted by the action
of the Board of Directors or the Stockholders, in accordance with the provisions
set forth below:

                                   Section 1.

                  By Action of the Board of Directors. The Bylaws may be
altered, amended, repealed or temporarily or permanently suspended, in whole or
in part, or new bylaws adopted by the action of the Board of Directors only upon
the affirmative vote of a majority of the entire Board of Directors. Such vote
may be taken at any annual, regular or special meeting of the Board of Directors
if notice of such alteration, amendment, repeal or adoption of the new bylaws
shall be contained in the notice of such annual, regular or special meeting.

                                   Section 2.

                  By Action of the Stockholders. The Bylaws may be altered,
amended or repealed or new bylaws may be adopted by the stockholders only (i)
upon the affirmative vote as to all the stock held by the holders of not less
than eighty percent (80%) of the Outstanding Voting Shares and (ii) by a
Majority of Stockholders. Such vote may be taken at any annual or special
meeting of the stockholders if notice of such alteration, amendment, repeal or
adoption of the new bylaws shall be contained in the notice of such annual or
special meeting.

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                                   ARTICLE IX

                  BOARD CONSIDERATIONS UPON SIGNIFICANT EVENTS

                  The Board, when evaluating any (A) tender offer or invitation
for tenders, or proposal to make a tender offer or request or invitation for
tenders, by another party, for any equity security of the Corporation, or (B)
proposal or offer by another party to (1) merge or consolidate the Corporation
or any subsidiary with another corporation or other entity, (2) purchase or
otherwise acquire all or a substantial portion of the properties or assets of
the Corporation or any subsidiary, or sell or otherwise dispose of to the
Corporation or any subsidiary all or a substantial portion of the properties or
assets of such other party, or (3) liquidate, dissolve, reclassify the
securities of, declare an extraordinary dividend of, recapitalize or reorganize
the Corporation, shall take into account all factors that the Board deems
relevant, including, without limitation, to the extent so deemed relevant, the
potential impact on employees, customers, suppliers, partners, joint venturers
and other constituents of the Corporation and the communities in which the
Corporation operates.

                  In addition to any affirmative vote required by applicable law
and in addition to any vote of the holders of any series of Preferred Stock
provided for or fixed pursuant to the provisions of Article IV of this Second
restated Certificate of Incorporation, any alteration, amendment or repeal
relating to this Article IX must be approved by the affirmative vote of the
holders of at least sixty six and two-thirds percent (66 2/3%) of the combined
voting power of the issued and outstanding shares of Voting Stock (as defined in
Article XII), voting together as a single class.


                                    ARTICLE X

                  Notwithstanding anything to the contrary contained in the
Corporation's Bylaws, the Corporation elects to be governed by Section 203 of
the Delaware General Corporation Law.

                  In addition to any affirmative vote required by applicable law
and in addition to any vote of the holders of any series of Preferred Stock
provided for or fixed pursuant to the provisions of Article IV of this Second
restated Certificate of Incorporation, any alteration, amendment or repeal
relating to this Article X must be approved by the affirmative vote of the
holders of at least sixty six and two-thirds percent (66 2/3%) of the combined
voting power of the issued and outstanding shares of Voting Stock (as defined in
Article XII), voting together as a single class.


                                   ARTICLE XI

                               STOCKHOLDER CONSENT

                  No action that is required or permitted to be taken by the
stockholders of the Corporation at any annual or special meeting of stockholders
may be effected by written consent of stockholders in lieu of a meeting of
stockholders, unless the action to be effected by written consent of
stockholders and the taking of such action by such written consent have
expressly been approved in advance by the Board.

                  In addition to any affirmative vote required by applicable law
and in addition to any vote of the holders of any series of Preferred Stock
provided for or fixed pursuant to the provisions of Article IV of this Second
restated Certificate of Incorporation, any alteration, amendment or repeal
relating to

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this Article XI must be approved by the affirmative vote of the holders of at
least sixty six and two-thirds percent (66 2/3%) of the combined voting power of
the issued and outstanding shares of Voting Stock (as defined in Article XII),
voting together as a single class.


                                   ARTICLE XII

                        BUSINESS COMBINATIONS; FAIR PRICE

                  A. In addition to any affirmative vote required by law or this
Second restated Certificate of Incorporation, and except as otherwise expressly
provided in paragraph B of this Article XII:

                           1. any merger or consolidation of the Corporation or
                  any Subsidiary (as hereinafter defined) with (a) any
                  Interested Stockholder (as hereinafter defined), or (b) any
                  other corporation, partnership or other entity (whether or not
                  itself an Interested Stockholder) which is, or after such
                  merger or consolidation would be, an Affiliate (as hereinafter
                  defined) of an Interested Stockholder other than a merger
                  enacted in accordance with Section 253 of the Delaware General
                  Corporation Law or any successor thereof; or

                           2. any sale, lease, exchange, mortgage, pledge,
                  transfer or other disposition (in one transaction or a series
                  of transactions) to or with any Interested Stockholder,
                  including all Affiliates of the Interested Stockholder, of any
                  assets of the Corporation or any Subsidiary having an
                  aggregate Fair Market Value (as hereinafter defined) of ten
                  million dollars ($10,000,000) or more; or

                           3. the issuance or transfer by the Corporation or any
                  Subsidiary (in one transaction or a series of transactions) of
                  any securities of the Corporation or any Subsidiary to any
                  Interested Stockholder, including all Affiliates of the
                  Interested Stockholder, in exchange for cash, securities or
                  other property (or a combination thereof) having an aggregate
                  Fair Market Value of ten million dollars ($10,000,000) or more
                  (other than on a pro rata basis to all holders of Voting Stock
                  of the same class held by the Interested Stockholder pursuant
                  to a stock split, stock dividend or distribution of warrants
                  or rights and other than in connection with the exercise or
                  conversion of securities exercisable for or convertible into
                  securities of the Corporation of any of its subsidiaries which
                  securities have been distributed pro rata to all holders of
                  Voting Stock); or

                           4. the adoption of any plan or proposal for the
                  liquidation or dissolution of the Corporation proposed by or
                  on behalf of an Interested Stockholder or any Affiliates of an
                  Interested Stockholder; or

                           5. any reclassification of securities (including any
                  reverse stock split), or recapitalization of the Corporation,
                  or any merger or consolidation of the Corporation with any of
                  its Subsidiaries or any other transaction (whether or not an
                  Interested Stockholder is a party thereto) which has the
                  effect, directly or indirectly, of increasing the
                  proportionate share by more than one percent (1%) of the
                  issued and outstanding shares of any class of equity or
                  convertible securities of the Corporation or any

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                  Subsidiary which are directly or indirectly owned by any
                  Interested Stockholder or one or more Affiliates of the
                  Interested Stockholder;

shall require the affirmative vote of the holders of at least sixty six and
two-thirds percent (66 2/3%) of the voting power of the then issued and
outstanding Voting Stock, as hereinafter defined, voting together as a single
class, including the affirmative vote of the holders of at least sixty six and
two-thirds percent (66 2/3%) of the voting power of the then issued and
outstanding Voting Stock not Beneficially Owned directly or indirectly by an
Interested Stockholder or any Affiliate of any Interested Stockholder. Such
affirmative vote shall be required notwithstanding the fact that no vote may be
required, or that a lesser percentage may be permitted, by law or in any
agreement with any national securities exchange or otherwise.

                  B. The provisions of Section A of this Article XII shall not
be applicable to any particular Business Combination (as hereinafter defined),
and such Business Combination shall require only such affirmative vote as is
required by law or any other provision of this Second restated Certificate of
Incorporation, if the conditions specified in either of the following paragraph
1 or 2 are met:

                           1. the Business Combination shall have been approved
by a majority of the Continuing Directors (as hereinafter defined); or

                           2. all of the following price and procedural
conditions shall have been met:

                                    (a) the aggregate amount of the cash and the
                  Fair Market Value (as hereinafter defined) as of the date of
                  the consummation of the Business Combination of consideration
                  other than cash, to be received per share by the holders of
                  Common Stock in such Business Combination, shall be at least
                  equal to the highest of the following:

                                            (i) (if applicable) the highest per
                           share price (including any brokerage commissions,
                           transfer taxes and soliciting dealers' fees) paid by
                           the Interested Stockholder for any shares of Common
                           Stock acquired by it (A) within the two (2) year
                           period immediately prior to the first public
                           announcement of the proposal of such Business
                           Combination (the "Announcement Date"), or (B) in the
                           transaction in which it became an Interested
                           Stockholder, whichever is higher;

                                            (ii) the Fair Market Value per share
                           of Common Stock on the Announcement Date or on the
                           date on which the Interested Stockholder became an
                           Interested Stockholder (the "Determination Date"),
                           whichever is higher; and

                                            (iii) (if applicable) the price per
                           share equal to the Fair Market Value per share of
                           Common Stock determined pursuant to paragraph
                           2(a)(ii) above, multiplied by the ratio of (A) the
                           highest per share price (including any brokerage
                           commissions, transfer taxes and soliciting dealers'
                           fees) paid by the Interested Stockholder for any
                           shares of Common Stock acquired by it within the two
                           (2) year period immediately prior to the Announcement
                           Date to (B) the Fair Market Value per share of Common
                           Stock on the first day in such two (2) year period
                           upon which the Interested Stockholder acquired any
                           shares of Common Stock; and

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                                    (b) the aggregate amount of the cash and the
                  Fair Market Value as of the date of the consummation of the
                  Business Combination of consideration other than cash to be
                  received per share by holders of shares of any other class,
                  other than Common Stock or Excluded Preferred Stock, of issued
                  and outstanding Voting Stock shall be at least equal to the
                  highest of the following (it being intended that the
                  requirements of this paragraph 2(b) shall be required to be
                  met with respect to every such class of issued and outstanding
                  Voting Stock, whether or not the Interested Stockholder has
                  previously acquired any shares of a particular class of Voting
                  Stock):

                                            (i) (if applicable) the highest per
                           share price (including any brokerage commissions,
                           transfer taxes and soliciting dealers' fees) paid by
                           the Interested Stockholder for any shares of such
                           class of Voting Stock acquired by it (A) within the
                           two (2) year period immediately prior to the
                           Announcement Date, or (B) in the transaction in which
                           it became an Interested Stockholder, whichever is
                           higher;

                                            (ii) (if applicable) the highest
                           preferential amount per share to which the holders of
                           shares of such class of Voting Stock are entitled in
                           the event of any voluntary or involuntary
                           liquidation, dissolution or winding up of the
                           Corporation;

                                            (iii) the Fair Market Value per
                           share of such class of Voting Stock on the
                           Announcement Date or on the Determination Date,
                           whichever is higher; and

                                            (iv) (if applicable) the price per
                           share equal to the Fair Market Value per share of
                           such class of Voting Stock determined pursuant to
                           paragraph 2(b)(iii) above, multiplied by the ratio of
                           (A) the highest per share price (including any
                           brokerage commissions, transfer taxes and soliciting
                           dealers' fees) paid by the Interested Stockholder for
                           any shares of such class of Voting Stock acquired by
                           it within the two (2) year period immediately prior
                           to the Announcement Date to (B) the Fair Market Value
                           per share of such class of Voting Stock on the first
                           day in such two (2) year period upon which the
                           Interested Stockholder acquired any shares of such
                           class of Voting Stock; and

                                    (c) the consideration to be received by
                  holders of a particular class of issued and outstanding Voting
                  Stock (including Common Stock and other than Excluded
                  Preferred Stock) shall be in cash or in the same form as the
                  Interested Stockholder has previously paid for shares of such
                  class of Voting Stock (if the Interested Stockholder has paid
                  for shares of any class of Voting Stock with varying forms of
                  consideration, the form of consideration for such class of
                  Voting Stock shall be either cash or the form used to acquire
                  the largest number of shares of such class of Voting Stock
                  previously acquired by it); and

                                    (d) after such Interested Stockholder has
                  become an Interested Stockholder and prior to the consummation
                  of such Business Combination: (i) there shall have been no
                  failure to declare and pay at the regular date therefor any
                  full quarterly dividends (whether or not cumulative) on any
                  issued and outstanding preferred stock, except as approved by
                  a majority of the Continuing Directors; (ii) there shall have
                  been

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                  no reduction in the annual rate of dividends paid on the
                  Common Stock (except as necessary to reflect any subdivision
                  of the Common Stock), except as approved by a majority of the
                  Continuing Directors; (iii) there shall have been an increase
                  in the annual rate of dividends as necessary fully to reflect
                  any recapitalization (including any reverse stock split),
                  reorganization or any similar reorganization which has the
                  effect of reducing the number of issued and outstanding shares
                  of the Common Stock, unless the failure so to increase such
                  annual rate is approved by a majority of the Continuing
                  Directors; and (iv) such Interested Stockholder shall not have
                  become the Beneficial Owner of any additional Voting Stock
                  except as part of the transaction which results in such
                  Interested Stockholder becoming an Interested Stockholder; and

                                    (e) after such Interested Stockholder has
                  become an Interested Stockholder, such Interested Stockholder
                  shall not have received the benefit, directly or indirectly
                  (except proportionately as a shareholder), of any loans,
                  advances, guarantees, pledges or other financial assistance or
                  any tax credits or other tax advantages provided by the
                  Corporation, whether in anticipation of or in connection with
                  such Business Combination or otherwise; and

                                    (f) a proxy or information statement
                  describing the proposed Business Combination and complying
                  with the requirements of the Securities Exchange Act of 1934
                  and the rules and regulations thereunder (or any subsequent
                  provisions replacing such Act, rules or regulations) shall be
                  mailed to stockholders of the Corporation at least thirty (30)
                  days prior to the consummation of such Business Combination
                  (whether or not such proxy or information statement is
                  required to be marked pursuant to such Act or subsequent
                  provisions).

                  C. For purposes of this Article XII the following terms shall
have the following meanings:

                           1. "Affiliate" or "Associate" shall have the
respective meanings ascribed to such terms in Rule 12b-2 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as in effect on June
21, 1996.

                           2. "Beneficial Owner" shall have the meaning ascribed
to such term in Rule 13d-3 of the General Rules and Regulations of the
Securities Exchange Act of 1934, as in effect on June 21, 1996. In addition, a
Person shall be the "Beneficial Owner" of any Voting Stock which such Person or
any of its Affiliates or Associates has: (a) the right to acquire (whether such
right is exercisable immediately or only after the passage of time), pursuant to
any agreement, arrangement or understanding or upon the exercise of conversion
rights, exchange rights, warrants or options, or otherwise; or (b) the right to
vote pursuant to any agreement, arrangement or understanding (but neither such
Person nor any such Affiliate or Associate shall be deemed to be the Beneficial
Owner of any shares of Voting Stock solely by reason of a revocable proxy
granted for a particular meeting of the stockholders, pursuant to a public
solicitation of proxies for such meeting, and with respect to which shares
neither such Person nor any such Affiliate of Associate is otherwise deemed the
Beneficial Owner).

                           3. "Business Combination" shall mean any transaction
described in any one or more of clauses (1) through (5) of Section A of this
Article XII.

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                           4. "Continuing Director" shall mean any member of the
Board who is unaffiliated with and is not the Interested Stockholder and was a
member of the Board prior to the time that the Interested Stockholder became an
Interested Stockholder, and any director who is thereafter chosen to fill any
vacancy on the Board or who is elected and who, in either event, is unaffiliated
with the Interested Stockholder and in connection with his or her initial
assumption of office is recommended for appointment or election by a majority of
Continuing Directors then on the Board.

                           5. "Excluded Preferred Stock" means any series of
Preferred Stock with respect to which a majority of the Continuing Directors
have approved a Preferred Stock Designation creating such series that expressly
provides that the provisions of this Article XII shall not apply.

                           6. "Fair Market Value" shall mean: (a) in the case of
stock, the highest closing sale price during the thirty (30) day period
immediately preceding the date in question of a share of such stock on the
Composite Tape for New York Stock Exchange listed stocks, or, if such stock is
not quoted on the composite tape, on the New York Stock Exchange, or, if such
stock is not listed on such exchange, on the principal United States securities
exchange registered under the Securities Exchange Act of 1934 on which such
stock is listed, or, if such stock is not listed on any such exchange, the
highest closing bid quotation with respect to a share of such stock during the
thirty (30) day period preceding the date in question on the National
Association of Securities Dealers, Inc. Automated Quotation System or any system
then in use in its stead, or if no such quotations are available, the fair
market value on the date in question of a share of such stock as determined by
the Board in accordance with Section D of this Article XII; and (b) in the case
of property other than cash or stock, the fair market value of such property on
the date in question as determined by the Board in accordance with Section D of
this Article XII.

                           7. "Interested Stockholder" shall mean any Person to
or which:

                                    (a) itself, or along with its Affiliates, is
                  the Beneficial Owner, directly or indirectly, of more than
                  fifteen percent (15%) of the then issued and outstanding
                  Voting Stock; or

                                    (b) is an Affiliate of the Corporation and
                  at any time within the two (2) year period immediately prior
                  to the date in question was itself, or along with its
                  Affiliates, the Beneficial Owner, directly or indirectly, of
                  fifteen percent (15%) or more of the then issued and
                  outstanding Voting Stock; or

                                    (c) is an assignee of or has otherwise
                  succeeded to any Voting Stock which was at any time within the
                  two (2) year period immediately prior to the date in question
                  beneficially owned by an Interested Stockholder, if such
                  assignment or succession shall have occurred in the course of
                  a transaction or series of transactions not involving a public
                  offering within the meaning of the Securities Act of 1933.

                  For the purpose of determining whether a Person is an
Interested Stockholder pursuant to paragraph 7 of this Section C, the number of
shares of Voting Stock deemed to be issued and outstanding shall include shares
deemed owned through application of paragraph 2 of this Section C but shall not
include any other shares of Voting Stock that may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of conversion rights,
warrants or options or otherwise.

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<PAGE>   13
                  Notwithstanding anything to the contrary contained in this
Second restated Certificate of Incorporation, for purposes of this Second
restated Certificate of Incorporation, the term "Interested Stockholder" shall
not, for any purpose, include, and the provisions of Article XII(A) hereof shall
not apply to: (a) the Corporation or any Subsidiary; or (b) any employee stock
ownership plan of the Corporation or any Subsidiary.

                           8. In the event of any Business Combination in which
the Corporation survives, the phrase "other consideration to be received" as
used in paragraphs 2(a) and (b) and paragraph B of this Article XII shall
include the shares of Common Stock and/or the shares of any other class of
issued and outstanding Voting Stock retained by the holders of such shares.

                           9. "Person" shall mean any individual, firm,
corporation, partnership or other entity.

                           10. "Subsidiary" shall mean any corporation or other
entity of which the Corporation owns, directly or indirectly, securities that
enable the Corporation to elect a majority of the board of directors or other
persons performing similar functions of such corporation or entity or that
otherwise give to the Corporation the power to control such corporation or
entity.

                           11. "Voting Stock" means all issued and outstanding
shares of capital stock of the Corporation that pursuant to or in accordance
with this Second restated Certificate of Incorporation are entitled to vote
generally in the election of directors of the Corporation, and each reference
herein, where appropriate, to a percentage or portion of shares of Voting Stock
shall refer to such percentage or portion of the voting power of such shares
entitled to vote. The issued and outstanding shares of Voting Stock shall not
include any shares of Voting Stock that may be issuable pursuant to any
agreement, or upon the exercise or conversion of any rights, warrants or options
or otherwise.

                  D. The Continuing Directors of the Corporation shall have the
power and duty to determine for the purposes of this Article XII, on the basis
of information known to them after reasonable inquiry, all facts necessary to
determine compliance with this Article XII, including, without limitation: (i)
whether a Person is an Interested Stockholder; (ii) the number of shares of
Voting Stock beneficially owned by any Person; (iii) whether a Person is an
Affiliate or Associate of another; (iv) whether the applicable conditions set
forth in paragraph 2 of paragraph B of this Article XII have been met with
respect to any Business Combination; (v) the Fair Market Value of stock or other
property in accordance with paragraph 6 of paragraph C of this Article XII; and
(vi) whether the assets which are the subject of any Business Combination have,
or the consideration to be received for the issuance or transfer of securities
by the Corporation or any Subsidiary in any Business Combination has, an
aggregate Fair Market Value of ten million dollars ($10,000,000) or more.

                  E. Nothing contained in this Article XII shall be construed to
relieve any Interested Stockholder from any fiduciary obligation imposed by law.

                  F. In addition to any affirmative vote required by applicable
law and in addition to any vote of the holders of any series of Preferred Stock
provided for or fixed pursuant to the provisions of Article IV of this Second
restated Certificate of Incorporation, any alteration, amendment or repeal
relating to this Article XII must be approved by the affirmative vote of the
holders of at least sixty six and two-thirds percent (66 2/3%) of the combined
voting power of the issued and outstanding shares of Voting Stock, voting
together as a single class.

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                  IN WITNESS WHEREOF, this Second restated Certificate of
Incorporation has been signed this ____ day of May 1998.

                                    CERPROBE CORPORATION



                                    By:
                                        ---------------------------------------
                                        C. Zane Close, President

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