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                                                                     EXHIBIT 3.1


                                                       [As amended May 26, 2000]

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                             CONEXANT SYSTEMS, INC.

FIRST: The name of the Corporation is

                             Conexant Systems, Inc.

SECOND: The Corporation's registered office in the State of Delaware is located
at 1209 Orange Street, in the City of Wilmington, County of New Castle. The name
and address of its registered agent is The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

THIRD: The nature of the business, or objects or purposes to be transacted,
promoted or carried on, are: To engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of all classes of stock which the Corporation
shall have the authority to issue is 1,025,000,000, of which 25,000,000 shares
without par value are to be of a class designated Preferred Stock and
1,000,000,000 shares of the par value of $1 each are to be of a class designated
Common Stock.

In this Article Fourth, any reference to a section or paragraph, without further
attribution, within a provision relating to a particular class of stock is
intended to refer solely to the specified section or paragraph of the other
provisions relating to the same class of stock.

         COMMON STOCK

         The Common Stock shall have the following voting powers, designations,
         preferences and relative, participating, optional and other special
         rights, and qualifications, limitations or restrictions thereof:

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         1. Dividends. Whenever the full dividends upon any outstanding
         Preferred Stock for all past dividend periods shall have been paid and
         the full dividends thereon for the then current respective dividend
         periods shall have been paid, or declared and a sum sufficient for the
         respective payments thereof set apart, the holders of shares of the
         Common Stock shall be entitled to receive such dividends and
         distributions in equal amounts per share, payable in cash or otherwise,
         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.

         2. Rights on Liquidation. In the event of any liquidation, dissolution
         or winding-up of the Corporation, whether voluntary or involuntary,
         after the payment or setting apart for payment to the holders of any
         outstanding Preferred Stock of the full preferential amounts to which
         such holders are entitled as herein provided or referred to, all of the
         remaining assets of the Corporation shall belong to and be
         distributable in equal amounts per share to the holders of the Common
         Stock. For purposes of this paragraph 2, a consolidation or merger of
         the Corporation with any other corporation, or the sale, transfer or
         lease of all or substantially all its assets shall not constitute or be
         deemed a liquidation, dissolution or winding-up of the Corporation.

         3. Voting. Except as otherwise provided by the laws of the State of
         Delaware or by this Article Fourth, each share of Common Stock shall
         entitle the holder thereof to one vote.

         PREFERRED STOCK

         The Preferred Stock may be issued from time to time in one or more
         series. The Board of Directors is hereby authorized to provide for the
         issuance of shares of Preferred Stock in series and, by filing a
         certificate pursuant to the applicable law of the State of Delaware
         (hereinafter referred to as a "Preferred Stock Designation"), to
         establish from time to time the number of shares to be included in


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         each such series, and to fix the designation, powers, preferences and
         rights of the shares of each such series and the qualifications,
         limitations and restrictions thereof. The authority of the Board of
         Directors with respect to each series shall include, but not be limited
         to, determination of the following:

                (a) the designation of the series, which may be by
                distinguishing number, letter or title;

                (b) the number of shares of the series, which number the Board
                of Directors may thereafter (except where otherwise provided in
                the Preferred Stock Designation) increase or decrease (but not
                below the number of shares thereof then outstanding);

                (c) whether dividends, if any, shall be cumulative or
                noncumulative and the dividend rate of the series;

                (d) the dates at which dividends, if any, shall be payable;

                (e) the redemption rights and price or prices, if any, for
                shares of the series;

                (f) the terms and amount of any sinking fund provided for the
                purchase or redemption of shares of the series;

                (g) the amounts payable on shares of the series in the event of
                any voluntary or involuntary liquidation, dissolution or winding
                up of the affairs of the Corporation;

                (h) whether the shares of the series shall be convertible into
                shares of any other class or series, or any other security, of
                the Corporation or any other corporation, and, if so, the
                specification of such other class or series or such other
                security, the conversion price or prices or rate or rates, any
                adjustments thereof, the date or dates as of which such shares
                shall be convertible and all other terms and conditions upon
                which such conversion may be made;


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                (i) restrictions on the issuance of shares of the same series or
                of any other class or series; and

                (j) the voting rights, if any, of the holders of shares of the
                series.

         Except as may be provided in this Certificate of Incorporation or in a
         Preferred Stock Designation, the Common Stock shall have the exclusive
         right to vote for the election of directors and for all other purposes,
         and holders of Preferred Stock shall not be entitled to receive notice
         of any meeting of shareowners at which they are not entitled to vote.
         The number of authorized shares of Preferred Stock may be increased or
         decreased (but not below the number of shares thereof then outstanding)
         by the affirmative vote of the holders of a majority of the outstanding
         Common Stock, without a vote of the holders of the Preferred Stock, or
         of any series thereof, unless a vote of any such holders is required
         pursuant to any Preferred Stock Designation.

         The Corporation shall be entitled to treat the person in whose name any
         share of its stock is registered as the owner thereof for all purposes
         and shall not be bound to recognize any equitable or other claim to, or
         interest in, such share on the part of any other person, whether or not
         the Corporation shall have notice thereof, except as expressly provided
         by applicable law.

         SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

         1. Designation and Amount. A series of Preferred Stock, without par
         value, is hereby created and shall be designated as "Series A Junior
         Participating Preferred Stock" (the "Series A Preferred Stock") and the
         number of shares constituting the Series A Preferred Stock shall be
         1,500,000. Such number of shares may be increased or decreased by
         resolution of the Board of


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         Directors; provided, that no decrease shall reduce the number of shares
         of Series A Preferred Stock to a number less than the number of shares
         then outstanding plus the number of shares reserved for issuance upon
         the exercise of outstanding options, rights or warrants or upon the
         conversion of any outstanding securities issued by the Corporation
         convertible into Series A Preferred Stock.

         2. Dividends and Distributions.

         2.1. Subject to the rights of the holders of any shares of any series
         of Preferred Stock (or any similar stock) ranking prior and superior to
         the Series A Preferred Stock with respect to dividends, the holders of
         shares of Series A Preferred Stock, in preference to the holders of
         Common Stock and of any other junior stock of the Corporation, shall be
         entitled to receive, when, as and if declared by the Board of Directors
         out of funds legally available for the purpose, quarterly dividends
         payable in cash on the second Monday of March, June, September and
         December in each year (each such date being referred to herein as a
         "Quarterly Dividend Payment Date"), commencing on the first Quarterly
         Dividend Payment Date after the first issuance of a share or fraction
         of a share of Series A Preferred Stock, in an amount per share (rounded
         to the nearest cent) equal to the greater of (a) $1 or (b) subject to
         the provision for adjustment hereinafter set forth, 100 times the
         aggregate per share amount of all cash dividends, and 100 times the
         aggregate per share amount (payable in kind) of all non-cash dividends
         or other distributions, other than a dividend payable in shares of
         Common Stock or a subdivision of the outstanding shares of Common Stock
         (by reclassification or otherwise), declared on the Common Stock since
         the immediately preceding Quarterly Dividend Payment Date or, with
         respect to the first Quarterly Dividend Payment Date, since the first
         issuance of any share or fraction of a share of Series A Preferred
         Stock. In the event the Corporation shall at any time declare or pay
         any dividend on the Common Stock payable in shares of Common Stock, or
         effect a subdivision or combination


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         or consolidation of the outstanding shares of Common Stock (by
         reclassification or otherwise than by payment of a dividend in shares
         of Common Stock) into a greater or lesser number of shares of Common
         Stock, then in each such case the amount to which holders of shares of
         Series A Preferred Stock were entitled immediately prior to such event
         under clause (b) of the preceding sentence shall be adjusted by
         multiplying such amount by a fraction, the numerator of which is the
         number of shares of Common Stock outstanding immediately after such
         event and the denominator of which is the number of shares of Common
         Stock that were outstanding immediately prior to such event.

         2.2. The Corporation shall declare a dividend or distribution on the
         Series A Preferred Stock as provided in paragraph 2.1 immediately after
         it declares a dividend or distribution on the Common Stock (other than
         a dividend payable in shares of Common Stock); provided that, in the
         event no dividend or distribution shall have been declared on the
         Common Stock during the period between any Quarterly Dividend Payment
         Date and the next subsequent Quarterly Dividend Payment Date, a
         dividend of $1 per share on the Series A Preferred Stock shall
         nevertheless be payable on such subsequent Quarterly Dividend Payment
         Date.

         2.3. Dividends shall begin to accrue and be cumulative on outstanding
         shares of Series A Preferred Stock from the Quarterly Dividend Payment
         Date next preceding the date of issue of such shares, unless the date
         of issue of such shares is prior to the record date for the first
         Quarterly Dividend Payment Date, in which case dividends on such shares
         shall begin to accrue from the date of issue of such shares, or unless
         the date of issue is a Quarterly Dividend Payment Date or is a date
         after the record date for the determination of holders of shares of
         Series A Preferred Stock entitled to receive a quarterly dividend and
         before such Quarterly Dividend Payment Date, in either of which events
         such dividends shall begin to accrue and be cumulative from such
         Quarterly Dividend Payment


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         Date. Accrued but unpaid dividends shall not bear interest. Dividends
         paid on the shares of Series A Preferred Stock in an amount less than
         the total amount of such dividends at the time accrued and payable on
         such shares shall be allocated pro rata on a share-by-share basis among
         all such shares at the time outstanding. The Board of Directors may fix
         a record date for the determination of holders of shares of Series A
         Preferred Stock entitled to receive payment of a dividend or
         distribution declared thereon, which record date shall be not more than
         60 days prior to the date fixed for the payment thereof.

         3. Voting Rights. The holders of shares of Series A Preferred Stock
         shall have the following voting rights:

         3.1. Subject to the provision for adjustment hereinafter set forth,
         each share of Series A Preferred Stock shall entitle the holder thereof
         to 100 votes on all matters submitted to a vote of the shareowners of
         the Corporation. In the event the Corporation shall at any time declare
         or pay any dividend on the Common Stock payable in shares of Common
         Stock, or effect a subdivision or combination or consolidation of the
         outstanding shares of Common Stock (by reclassification or otherwise
         than by payment of a dividend in shares of Common Stock) into a greater
         or lesser number of shares of Common Stock, then in each such case the
         number of votes per share to which holders of shares of Series A
         Preferred Stock were entitled immediately prior to such event shall be
         adjusted by multiplying such number by a fraction, the numerator of
         which is the number of shares of Common Stock outstanding immediately
         after such event and the denominator of which is the number of shares
         of Common Stock that were outstanding immediately prior to such event.

         3.2. Except as otherwise provided herein, in any other Preferred Stock
         Designation creating a series of Preferred Stock or any similar stock,
         or by law, the holders of shares of Series A Preferred Stock and the
         holders of shares of Common Stock and any


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         other capital stock of the Corporation having general voting rights
         shall vote together as one class on all matters submitted to a vote of
         shareowners of the Corporation.

         3.3. Except as set forth herein, or as otherwise provided by law,
         holders of Series A Preferred Stock shall have no special voting rights
         and their consent shall not be required (except to the extent they are
         entitled to vote with holders of Common Stock as set forth herein) for
         taking any corporate action.

         4. Certain Restrictions.

         4.1. Whenever quarterly dividends or other dividends or distributions
         payable on the Series A Preferred Stock as provided in paragraph 2 are
         in arrears, thereafter and until all accrued and unpaid dividends and
         distributions, whether or not declared, on shares of Series A Preferred
         Stock outstanding shall have been paid in full, the Corporation shall
         not:

                (a) declare or pay dividends, or make any other distributions,
                on any shares of stock ranking junior (either as to dividends or
                upon liquidation, dissolution or winding up) to the Series A
                Preferred Stock;

                (b) declare or pay dividends, or make any other distributions,
                on any shares of stock ranking on a parity (either as to
                dividends or upon liquidation, dissolution or winding up) with
                the Series A Preferred Stock, except dividends paid ratably on
                the Series A Preferred Stock and all such parity stock on which
                dividends are payable or in arrears in proportion to the total
                amounts to which the holders of all such shares are then
                entitled;

                (c) redeem or purchase or otherwise acquire for consideration
                shares of any stock ranking junior (either as to dividends or
                upon liquidation, dissolution or winding up) to the Series A
                Preferred Stock, provided that the


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                Corporation may at any time redeem, purchase or otherwise
                acquire shares of any such junior stock in exchange for shares
                of any stock of the Corporation ranking junior (either as to
                dividends or upon dissolution, liquidation or winding up) to the
                Series A Preferred Stock; or

                (d) redeem or purchase or otherwise acquire for consideration
                any shares of Series A Preferred Stock, or any shares of stock
                ranking on a parity with the Series A Preferred Stock, except in
                accordance with a purchase offer made in writing or by
                publication (as determined by the Board of Directors) to all
                holders of such shares upon such terms as the Board of
                Directors, after consideration of the respective annual dividend
                rates and other relative rights and preferences of the
                respective series and classes, shall determine in good faith
                will result in fair and equitable treatment among the respective
                series or classes.

         4.2. The Corporation shall not permit any subsidiary of the Corporation
         to purchase or otherwise acquire for consideration any shares of stock
         of the Corporation unless the Corporation could, under subparagraph (c)
         of paragraph 4.1, purchase or otherwise acquire such shares at such
         time and in such manner.

         5. Reacquired Shares. Any shares of Series A Preferred Stock purchased
         or otherwise acquired by the Corporation in any manner whatsoever shall
         be retired and cancelled promptly after the acquisition thereof. All
         such shares shall upon their cancellation become authorized but
         unissued shares of Preferred Stock and may be reissued as part of a new
         series of Preferred Stock subject to the conditions and restrictions on
         issuance set forth herein or in any other Preferred Stock Designation
         creating a series of Preferred Stock or any similar stock or as
         otherwise required by law.

         6. Liquidation, Dissolution or Winding Up. Upon any liquidation,
         dissolution or winding up of the


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         Corporation, no distribution shall be made (i) to the holders of shares
         of stock ranking junior (either as to dividends or upon liquidation,
         dissolution or winding up) to the Series A Preferred Stock unless,
         prior thereto, the holders of shares of Series A Preferred Stock shall
         have received $100 per share, plus an amount equal to accrued and
         unpaid dividends and distributions thereon, whether or not declared, to
         the date of such payment, provided that the holders of shares of Series
         A Preferred Stock shall be entitled to receive an aggregate amount per
         share, subject to the provision for adjustment hereinafter set forth,
         equal to 100 times the aggregate amount to be distributed per share to
         holders of shares of Common Stock, or (ii) to the holders of shares of
         stock ranking on a parity (either as to dividends or upon liquidation,
         dissolution or winding up) with the Series A Preferred Stock, except
         distributions made ratably on the Series A Preferred Stock and all such
         parity stock in proportion to the total amounts to which the holders of
         all such shares are entitled upon such liquidation, dissolution or
         winding up. In the event the Corporation shall at any time declare or
         pay any dividend on the Common Stock payable in shares of Common Stock,
         or effect a subdivision or combination or consolidation of the
         outstanding shares of Common Stock (by reclassification or otherwise
         than by payment of a dividend in shares of Common Stock) into a greater
         or lesser number of shares of Common Stock, then in each such case the
         aggregate amount to which holders of shares of Series A Preferred Stock
         were entitled immediately prior to such event under the proviso in
         clause (i) of the preceding sentence shall be adjusted by multiplying
         such amount by a fraction, the numerator of which is the number of
         shares of Common Stock outstanding immediately after such event and the
         denominator of which is the number of shares of Common Stock that were
         outstanding immediately prior to such event.

         7. Consolidation, Merger, etc. In case the Corporation shall enter into
         any consolidation, merger, combination or other transaction in which


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         the shares of Common Stock are exchanged for or changed into other
         stock or securities, cash and/or any other property, then in any such
         case each share of Series A Preferred Stock shall at the same time be
         similarly exchanged or changed into an amount per share, subject to the
         provision for adjustment hereinafter set forth, equal to 100 times the
         aggregate amount of stock, securities, cash and/or any other property
         (payable in kind), as the case may be, into which or for which each
         share of Common Stock is changed or exchanged. In the event the
         Corporation shall at any time declare or pay any dividend on the Common
         Stock payable in shares of Common Stock, or effect a subdivision or
         combination or consolidation of the outstanding shares of Common Stock
         (by reclassification or otherwise than by payment of a dividend in
         shares of Common Stock) into a greater or lesser number of shares of
         Common Stock, then in each such case the amount set forth in the
         preceding sentence with respect to the exchange or change of shares of
         Series A Preferred Stock shall be adjusted by multiplying such amount
         by a fraction, the numerator of which is the number of shares of Common
         Stock outstanding immediately after such event and the denominator of
         which is the number of shares of Common Stock that were outstanding
         immediately prior to such event.

         8. No Redemption. The shares of Series A Preferred Stock shall not be
         redeemable.

         9. Rank. The Series A Preferred Stock shall rank, with respect to the
         payment of dividends and the distribution of assets, junior to all
         series of any other class of the Corporation's Preferred Stock.

         10. Amendment. The Certificate of Incorporation of the Corporation
         shall not be amended in any manner which would materially alter or
         change the powers, preferences or special rights of the Series A
         Preferred Stock so as to affect them adversely without the affirmative
         vote of the holders of at least two-thirds of the outstanding shares of
         Series A Preferred Stock, voting together as a single class.


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FIFTH: The Corporation is to have perpetual existence.

SIXTH: The private property of the shareowners of the Corporation shall not be
subject to the payment of corporate debts to any extent whatever.

SEVENTH: Subject to the rights of the holders of any series of Preferred Stock
to elect additional directors under specified circumstances, the number of
directors of the Corporation shall be fixed from time to time exclusively by the
Board of Directors pursuant to a resolution adopted by a majority of the whole
Board. A director need not be a shareowner. The election of directors of the
Corporation need not be by ballot unless the by-laws so require.

The directors, other than those who may be elected by the holders of any series
of Preferred Stock or any other series or class of stock, as provided herein or
in any Preferred Stock Designation, shall be divided into three classes, as
nearly equal in number as possible. One class of directors shall be initially
elected for a term expiring at the annual meeting of shareowners to be held in
2000, another class shall be initially elected for a term expiring at the annual
meeting of shareowners to be held in 2001, and another class shall be initially
elected for a term expiring at the annual meeting of shareowners to be held in
2002. Members of each class shall hold office until their successors are duly
elected and qualified. At each annual meeting of the shareowners of the
Corporation, commencing with the 2000 annual meeting, the successors of the
class of directors whose term expires at that meeting shall be elected by a
plurality vote of all votes cast for the election of directors at such meeting
to hold office for a term expiring at the annual meeting of shareowners held in
the third year following the year of their election.

Subject to the rights of the holders of any series of Preferred Stock, and
unless the Board of Directors otherwise determines, newly created directorships
resulting from any increase in the authorized number of directors or any
vacancies on the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause may be filled
only by a majority vote of the directors then


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in office, though less than a quorum, and directors so chosen shall hold office
for a term expiring at the annual meeting of shareowners at which the term of
office of the class to which they have been elected expires and until such
director's successor shall have been duly elected and qualified. No decrease in
the number of authorized directors constituting the whole Board of Directors
shall shorten the term of any incumbent director.

Subject to the rights of the holders of any series of Preferred Stock or any
other series or class of stock, as provided herein or in any Preferred Stock
Designation, to elect additional directors under specific circumstances, any
director may be removed from office at any time, but only for cause and only by
the affirmative vote of the holders of at least 80 percent of the voting power
of the then outstanding capital stock of the Corporation (the "Capital Stock")
entitled to vote generally in the election of directors (the "Voting Stock"),
voting together as a single class.

No director of the Corporation shall be liable to the Corporation or its
shareowners 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 shareowners, (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 an improper personal benefit. This paragraph
shall not eliminate or limit the liability of a director for any act or omission
occurring prior to the effective date of its adoption. No repeal or modification
of this paragraph, directly or by adoption of an inconsistent provision of this
Certificate of Incorporation, by the shareowners of the Corporation shall be
effective with respect to any cause of action, suit, claim or other matter that,
but for this paragraph, would accrue or arise prior to such repeal or
modification.

EIGHTH: Unless otherwise determined by the Board of Directors, no holder of
stock of the Corporation shall,


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as such holder, have any right to purchase or subscribe for any stock of any
class which the Corporation may issue or sell, whether or not exchangeable for
any stock of the Corporation of any class or classes and whether out of unissued
shares authorized by the Certificate of Incorporation of the Corporation as
originally filed or by any amendment thereof or out of shares of stock of the
Corporation acquired by it after the issue thereof.

NINTH: Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between this Corporation and its
shareowners or any class of them, any court of equitable jurisdiction within the
State of Delaware may, on the application in a summary way of this Corporation
or of any creditor or shareowner thereof, or on the application of any receiver
or receivers appointed for this Corporation under the provisions of section 291
of Title 8 of the Delaware Code or on the application of trustees in dissolution
or of any receiver or receivers appointed for this Corporation under the
provisions of section 279 of Title 8 of the Delaware Code order a meeting of the
creditors or class of creditors, and/or of the shareowners or class of
shareowners of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
shareowners or class of shareowners of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the shareowners or class of
shareowners, of this Corporation, as the case may be, and also on this
Corporation.

TENTH:

1. Amendment of Certificate of Incorporation. From time to time any of the
provisions of the Certificate of Incorporation may be amended, altered or
repealed, and other provisions authorized by the statutes of the State


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of Delaware at the time in force may be added or inserted in the manner at the
time prescribed by said statutes, and all rights at any time conferred upon the
shareowners of the Corporation by its Certificate of Incorporation are granted
subject to the provisions of this Article Tenth. Notwithstanding anything
contained in this Certificate of Incorporation to the contrary, the affirmative
vote of the holders of at least 80% of the voting power of the then outstanding
Voting Stock, voting together as a single class, shall be required to amend or
repeal Article Seventh, this Article Tenth or Article Twelfth or adopt any
provision inconsistent with any of the foregoing articles.

2. By-laws. The Board of Directors is expressly authorized to make, alter, amend
and repeal the by-laws of the Corporation, in any manner not inconsistent with
the laws of the State of Delaware or of the Certificate of Incorporation of the
Corporation, subject to the power of the holders of the Capital Stock to alter
or repeal the by-laws made by the Board of Directors; provided, that any such
amendment or repeal by shareowners shall require the affirmative vote of the
holders of at least 80% of the voting power of the then outstanding Voting
Stock, voting together as a single class.

ELEVENTH: The shareowner vote required to approve Business Combinations (as
hereinafter defined) shall be as set forth in this Article Eleventh.

         1. Higher Vote for Business Combinations. In addition to any
         affirmative vote required by law, this Certificate of Incorporation or
         the by-laws of the Corporation, and except as otherwise expressly
         provided in Section 2 of this Article Eleventh, a Business Combination
         shall not be consummated without the affirmative vote of the holders of
         at least 80% of the voting power of the then outstanding shares of the
         Voting Stock, voting together as a single class. Such affirmative vote
         shall be required notwithstanding the fact that no vote may be
         required, or that a lesser percentage or separate class vote may be
         specified, by law or in any agreement with any national securities
         exchange or otherwise.


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         2. When Higher Vote Is Not Required. The provisions of Section 1 of
         this Article Eleventh shall not be applicable to a Business Combination
         if the conditions specified in either of the following paragraphs A or
         B are met.

                A. Approval by Continuing Directors. The Business Combination
                shall have been approved by at least two-thirds of the
                Continuing Directors (as hereinafter defined), whether such
                approval is made prior to or subsequent to the date on which the
                Interested Shareowner (as hereinafter defined) became an
                Interested Shareowner (the "Determination Date").

                B. Price and Procedure Requirements. Each of the seven
                conditions specified in the following subparagraphs (i) through
                (vii) shall have been met:

                    (i) 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 (the "Consummation
                    Date") of any consideration other than cash to be received
                    per share by holders of Common Stock in such Business
                    Combination shall be an amount at least equal to the higher
                    amount determined under clauses (a) and (b) below (the
                    requirements of this paragraph B(i) shall be applicable with
                    respect to all shares of Common Stock outstanding, whether
                    or not the Interested Shareowner has previously acquired any
                    shares of the Common Stock): (a) the highest per share price
                    (including any brokerage commissions, transfer taxes and
                    soliciting dealers' fees) paid by or on behalf of the
                    Interested Shareowner for any shares of Common Stock
                    acquired beneficially by it (1) within the two-year period
                    immediately prior to the first public announcement of the
                    proposal of the Business Combination (the "Announcement


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                    Date") or (2) in the transaction in which it became an
                    Interested Shareowner, whichever is higher, plus interest
                    compounded annually from the Determination Date through the
                    Consummation Date at the prime rate of interest of Morgan
                    Guaranty Trust Company of New York (or of such other major
                    bank headquartered in New York City selected by at least
                    two-thirds of the Continuing Directors) from time to time in
                    effect in New York City, less the aggregate amount of any
                    cash dividends paid, and the Fair Market Value of any
                    dividends paid in other than cash, per share of Common Stock
                    from the Determination Date through the Consummation Date in
                    an amount up to but not exceeding the amount of such
                    interest payable per share of Common Stock; and (b) the Fair
                    Market Value per share of Common Stock on the Announcement
                    Date or on the Determination Date, whichever is higher.

                    (ii) The aggregate amount of the cash and the Fair Market
                    Value as of the Consummation Date of any consideration other
                    than cash to be received per share by holders of shares of
                    any class or series of outstanding Capital Stock, other than
                    the Common Stock, in such Business Combination shall be an
                    amount at least equal to the highest amount determined under
                    clauses (a), (b) and (c) below (the requirements of this
                    paragraph B(ii) shall be applicable with respect to all
                    shares of every class or series of outstanding Capital
                    Stock, other than the Common Stock, whether or not the
                    Interested Shareowner has previously acquired any shares of
                    a particular class or series of Capital Stock):

                         (a) the highest per share price (including any
                         brokerage commissions, transfer taxes and soliciting


                                       17


<PAGE>   18

                         dealers' fees) paid by or on behalf of the Interested
                         Shareowner for any shares of such class or series of
                         Capital Stock acquired beneficially by it (1) within
                         the two-year period immediately prior to the
                         Announcement Date or (2) in the transaction in which it
                         became an Interested Shareowner, whichever is higher,
                         plus interest compounded annually from the
                         Determination Date through the Consummation Date at the
                         prime rate of interest of Morgan Guaranty Trust Company
                         of New York (or of such other major bank headquartered
                         in New York City selected by at least two-thirds of the
                         Continuing Directors) from time to time in effect in
                         New York City, less the aggregate amount of any cash
                         dividends paid, and the Fair Market Value of any
                         dividends paid in other than cash, per share of such
                         class or series of Capital Stock from the Determination
                         Date through the Consummation Date in an amount up to
                         but not exceeding the amount of such interest payable
                         per share of such class or series of Capital Stock; and

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

                         (c) the highest preferential amount per share to which
                         the holders of shares of such class or series of
                         Capital Stock would be entitled in the event of any
                         voluntary or involuntary liquidation, dissolution or
                         winding up of the affairs of the Corporation,
                         regardless of whether the Business Combination to be
                         consummated constitutes such an event.


                                       18


<PAGE>   19

                           (iii) The consideration to be received by holders of
                           a particular class or series of outstanding Capital
                           Stock (including Common Stock) shall be in cash or in
                           the same form as previously has been paid by or on
                           behalf of the Interested Shareowner in its direct or
                           indirect acquisition of beneficial ownership of
                           shares of such class or series of Capital Stock. If
                           the consideration so paid for shares of any class or
                           series of Capital Stock varied as to form, the form
                           of consideration for such class or series of Capital
                           Stock shall be either cash or the form used to
                           acquire beneficial ownership of the largest number of
                           shares of such class or series of Capital Stock
                           previously acquired by the Interested Shareowner.

                           (iv) After such Interested Shareowner has become an
                           Interested Shareowner and prior to the consummation
                           of such Business Combination, such Interested
                           Shareowner shall not have become the beneficial owner
                           of any additional shares of Capital Stock except as
                           part of the transaction that results in such
                           Interested Shareowner becoming an Interested
                           Shareowner and except in a transaction that, after
                           giving effect thereto, would not result in any
                           increase in the Interested Shareowner's percentage
                           beneficial ownership of any class or series of
                           Capital Stock; and, except as approved by at least
                           two-thirds of the Continuing Directors: (a) there
                           shall have been no failure to declare and pay at the
                           regular date therefor any full quarterly dividends
                           (whether or not cumulative) payable in accordance
                           with the terms of any outstanding Capital Stock; (b)
                           there shall have been no reduction in the annual rate
                           of dividends paid on the

                                       19

<PAGE>   20
                           Common Stock (except as necessary to reflect any
                           stock split, stock dividend or subdivision of the
                           Common Stock); and (c) there shall have been an
                           increase in the annual rate of dividends paid on the
                           Common Stock as necessary to reflect any
                           reclassification (including any reverse stock split),
                           recapitalization, reorganization or any similar
                           transaction which has the effect of reducing the
                           number of outstanding shares of Common Stock.

                           (v) After such Interested Shareowner has become an
                           Interested Shareowner, such Interested Shareowner
                           shall not have received the benefit, directly or
                           indirectly (except proportionately as a shareowner of
                           the Corporation), 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.

                           (vi) 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 all shareowners of
                           the Corporation at least 30 days prior to the
                           consummation of such Business Combination (whether or
                           not such proxy or information statement is required
                           to be mailed pursuant to such Act or subsequent
                           provisions). The proxy or information statement shall
                           contain on the first page thereof, in a prominent
                           place, any statement as to the advisability of the
                           Business Combination that the Continuing Directors,
                           or any of them, may choose to


                                       20

<PAGE>   21

                         make and, if deemed advisable by at least two-thirds of
                         the Continuing Directors, the opinion of an investment
                         banking firm selected for and on behalf of the
                         Corporation by at least two-thirds of the Continuing
                         Directors as to the fairness of the terms of the
                         Business Combination from a financial point of view to
                         the holders of the outstanding shares of Capital Stock
                         other than the Interested Shareowner and its Affiliates
                         or Associates (as hereinafter defined).

                         (vii) Such Interested Shareowner shall not have made
                         any material change in the Corporation's business or
                         equity capital structure without the approval of at
                         least two-thirds of the Continuing Directors.

                    Any Business Combination to which Section 1 of this Article
                    Eleventh shall not apply by reason of this Section 2 shall
                    require only such affirmative vote as is required by law,
                    any other provision of this Certificate of Incorporation,
                    the by-laws of the Corporation or any agreement with any
                    national securities exchange.

         3. Certain Definitions. For the purposes of this Article Eleventh:

         A. A "Business Combination" shall mean:

                         (i) any merger or consolidation of the Corporation or
                         any Subsidiary (as hereinafter defined) with (i) any
                         Interested Shareowner or (ii) any other corporation
                         (whether or not itself an Interested Shareowner) which
                         is, or after such merger or consolidation would be, an
                         Affiliate or Associate of an Interested Shareowner; or

                         (ii) any sale, lease, exchange, mortgage, pledge,
                         transfer or other disposition (in one transaction or a
                         series of


                                       21


<PAGE>   22

                         transactions) to or with any Interested Shareowner or
                         any Affiliate or Associate of any Interested Shareowner
                         involving any assets or securities of the Corporation,
                         any Subsidiary or any Interested Shareowner or any
                         Affiliate or Associate of any Interested Shareowner
                         having an aggregate Fair Market Value of $25,000,000 or
                         more; or

                         (iii) the adoption of any plan or proposal for the
                         liquidation or dissolution of the Corporation proposed
                         by or on behalf of any Interested Shareowner or any
                         Affiliate or Associate of any Interested Shareowner; or

                         (iv) 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 with or into or otherwise
                         involving an Interested Shareowner) that has the
                         effect, directly or indirectly, of increasing the
                         proportionate share of any class or series of Capital
                         Stock, or any securities convertible into Capital Stock
                         or into equity securities of any Subsidiary, that is
                         beneficially owned by any Interested Shareowner or any
                         Affiliate or Associate of any Interested Shareowner; or

                         (v) any agreement, contract, arrangement or other
                         understanding providing for any one or more of the
                         actions specified in clauses (i) through (iv) above.

         B. A "person" shall mean any individual, firm, corporation or other
         entity and shall include any group composed of any person and any other
         person with whom such person or any Affiliate or Associate of such
         person has any agreement, arrangement or understanding, directly or
         indirectly, for the purpose of acquiring, holding, voting or disposing
         of Capital Stock.


                                       22


<PAGE>   23

         C. "Interested Shareowner" shall mean any person (other than the
         Corporation or any Subsidiary and other than any profit-sharing,
         employee stock ownership or other employee benefit plan of the
         Corporation, any Subsidiary or Rockwell International Corporation or
         any trustee of or fiduciary with respect to any such plan when acting
         in such capacity) who or which:

                (i) is the beneficial owner of Voting Stock having 10% or more
                of the votes entitled to be cast by the holders of all then
                outstanding shares of Voting Stock; or

                (ii) is an Affiliate or Associate of the Corporation and at any
                time within the two-year period immediately prior to the date in
                question was the beneficial owner of Voting Stock having 10% or
                more of the votes entitled to be cast by the holders of all then
                outstanding shares of Voting Stock; or

                (iii) is an assignee of or has otherwise succeeded to any shares
                of Voting Stock which were at any time within the two-year
                period immediately prior to the date in question beneficially
                owned by any Interested Shareowner, 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;

         provided, however, that Rockwell International Corporation shall not be
         an Interested Shareowner as a result of its ownership of Capital Stock
         of the Corporation prior to the distribution of the shares of Capital
         Stock of the Corporation to the holders of capital stock of Rockwell
         International Corporation (the "Distribution").


                                       23


<PAGE>   24

         D. A person shall be a "beneficial owner" of any Capital Stock:

                (i) which such person or any Affiliate or Associate of such
                person beneficially owns, directly or indirectly; or

                (ii) which such person or any Affiliate or Associate of such
                person has, directly or indirectly, (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; or

                (iii) which are beneficially owned, directly or indirectly, by
                any other person with which such person or any Affiliate or
                Associate of such person has any agreement, arrangement or
                understanding for the purpose of acquiring, holding, voting or
                disposing of any shares of Capital Stock.

         E. For the purposes of determining whether a person is an Interested
         Shareowner pursuant to paragraph C of this Section 3, the number of
         shares of Capital Stock deemed to be outstanding shall include shares
         deemed owned by the Interested Shareowner through application of
         paragraph D of this Section 3 but shall not include any other shares of
         Capital Stock that may be issuable pursuant to any agreement,
         arrangement or understanding, or upon exercise of conversion rights,
         warrants or options, or otherwise.

         F. "Affiliate" and "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
         November 19, 1998 (the term "registrant" in such Rule 12b-2 meaning in
         this case the Corporation).


                                       24


<PAGE>   25

         G. "Subsidiary" means any corporation of which a majority of any class
         of equity security is beneficially owned by the Corporation; provided,
         however, that for the purposes of the definition of Interested
         Shareowner set forth in paragraph C of this Section 3, the term
         "Subsidiary" shall mean only a corporation of which a majority of each
         class of equity security is beneficially owned by the Corporation.

         H. "Continuing Director" means any member of the Board of Directors of
         the Corporation (the "Board") who is not an Affiliate or Associate or
         representative of the Interested Shareowner and was a member of the
         Board prior to the time that the Interested Shareowner became an
         Interested Shareowner, and any successor of a Continuing Director who
         is not an Affiliate or Associate or representative of the Interested
         Shareowner and is recommended or elected to succeed a Continuing
         Director by at least two-thirds of the Continuing Directors then
         members of the Board.

         I. "Fair Market Value" means: (i) in the case of cash, the amount of
         such cash; (ii) in the case of stock, the highest closing sale price
         during the 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 30-day period immediately preceding the date in
         question on the National Association of Securities Dealers, Inc.
         Automated Quotations System or any system then in use, or if no such
         quotations are available, the fair market value on the date in


                                       25


<PAGE>   26
         question of a share of such stock as determined in good faith by at
         least two-thirds of the Continuing Directors; and (iii) in the case of
         property other than cash or stock, the fair market value of such
         property on the date in question as determined in good faith by at
         least two-thirds of the Continuing Directors.

         J. In the event of any Business Combination in which the Corporation
         survives, the phrase "consideration other than cash to be received" as
         used in paragraphs B(i) and (ii) of Section 2 of this Article Eleventh
         shall include the shares of Common Stock and/or the shares of any other
         class or series of Capital Stock retained by the holders of such
         shares.

         4. Powers of Continuing Directors. Any determination as to compliance
         with this Article Eleventh, including without limitation (A) whether a
         person is an Interested Shareowner, (B) the number of shares of Capital
         Stock or other securities beneficially owned by any person, (C) whether
         a person is an Affiliate or Associate of another, (D) whether the
         requirements of paragraph B of Section 2 have been met with respect to
         any Business Combination, and (E) whether the assets that 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 $25,000,000 or more shall be made only upon action by
         not less than two-thirds of the Continuing Directors of the
         Corporation; and the good faith determination of at least two-thirds of
         the Continuing Directors on such matters shall be conclusive and
         binding for all the purposes of this Article Eleventh.

         5. No Effect on Fiduciary Obligations. Nothing contained in this
         Article Eleventh shall be construed to relieve the Board of Directors
         or any Interested Shareowner from any fiduciary obligation imposed by
         law.


                                       26


<PAGE>   27

         6. Amendment, Repeal, etc. Notwithstanding any other provisions of this
         Certificate of Incorporation or the by-laws of the Corporation (and
         notwithstanding the fact that a lesser percentage or separate class
         vote may be specified by law, this Certificate of Incorporation or the
         by-laws of the Corporation), the affirmative vote of the holders of at
         least 80% of the voting power of the then outstanding shares of Voting
         Stock, voting together as a single class, shall be required to amend or
         repeal, or adopt any provisions inconsistent with, this Article
         Eleventh; provided, however, that the preceding provisions of this
         Section 6 shall not apply to any amendment to this Article Eleventh,
         and such amendment shall require only such affirmative vote as is
         required by law and any other provisions of this Certificate of
         Incorporation or the by-laws of the Corporation, if such amendment
         shall have been approved by at least two-thirds of the members of the
         Board who are persons who would be eligible to serve as Continuing
         Directors.

TWELFTH: From and after the time of the Distribution, any action required or
permitted to be taken by the shareowners shall be taken only at an annual or
special meeting of such shareowners and not by consent in writing. Special
meetings of the shareowners for any purpose or purposes shall be called only by
the Board of Directors pursuant to a resolution adopted by a majority of the
whole Board.



                                       27

<PAGE>   28

                           CERTIFICATE OF DESIGNATION

                                       OF

                         SERIES B VOTING PREFERRED STOCK

                                       OF

                             CONEXANT SYSTEMS, INC.

                         (PURSUANT TO SECTION 151 OF THE
                        DELAWARE GENERAL CORPORATION LAW)

                                  -------------

         Conexant Systems, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), hereby
certifies that the following resolutions were adopted by the Board of Directors
of the Corporation pursuant to Section 151 of the Delaware General Corporation
Law:

         RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of this Corporation (the "Board of Directors" or the "Board")
in accordance with the provisions of its Certificate of Incorporation, the Board
of Directors hereby creates a series of the Corporation's previously authorized
Preferred Stock, without par value (the "Preferred Stock"), and hereby states
the designation and number of shares, and fixes the relative rights,
preferences, privileges, powers and restrictions thereof as follows:

         SERIES B VOTING PREFERRED STOCK

         1. Designation and Amount. The designation of this series, which
         consists of 1 share of Preferred Stock, is "Series B Voting Preferred
         Stock" (the "Series B Preferred Stock").

         2. Dividends and Distributions. The holder of Series B Preferred Stock
         shall be entitled to receive such dividends and distributions in equal
         amounts per share,


<PAGE>   29

         payable in cash or otherwise, as may be declared on one share of the
         Corporation's common stock (the "Common Stock") by the Board of
         Directors from time to time out of assets or funds of the Corporation
         legally available therefor to the holder of record as it appears on the
         stock books on such record dates as are fixed by the Board of
         Directors, but only when, as and if declared by the Board of Directors
         out of funds at the time legally available for the payment of
         dividends. Such dividends shall not be cumulative.

         3. Voting Rights.

                3.1 The share of Series B Preferred Stock shall entitle the
         holder thereof to an aggregate number of votes equal to the number of
         Exchangeable Shares (the "Exchangeable Shares") of Philsar
         Semiconductor Inc., an Ontario corporation ("Philsar") outstanding from
         time to time which are not owned by the Corporation or any of its
         direct or indirect subsidiaries. The holder of the Series B Preferred
         Stock shall be entitled to notice of any stockholder's meeting in
         accordance with the Bylaws of the Corporation.

                3.2 Except as otherwise provided herein or by law, the holder of
         the Series B Preferred Stock and the holders of Common Stock shall vote
         together as one class on all matters submitted to a vote of
         shareholders of the Corporation.

                3.3 Except as set forth herein, the holder of the Series B
         Preferred Stock shall have no special voting rights, and its consent
         shall not be required (except to the extent it is entitled to vote with
         holders of Common Stock as set forth herein) for taking any corporate
         action.

         4. Reacquired Shares. If the Series B Preferred Stock should be
         purchased or otherwise acquired by the Corporation in any manner
         whosoever, then the Series B Preferred Stock shall be retired and
         canceled promptly after the acquisition thereof. Such share shall upon


                                       2


<PAGE>   30

         its cancellation, and upon the taking of any action required by
         applicable law, become an authorized but unissued preferred share and
         may be reissued as part of a new series of preferred shares to be
         created by resolution or resolutions of the Board of Directors, subject
         to the conditions and restrictions on issuance set forth in the
         Certificate of Incorporation.

         5. Liquidation Preference. In the event of a liquidation, dissolution
         or winding up of the Corporation ("Liquidation"), whether voluntary or
         involuntary, the holder of Series B Preferred Stock shall be entitled
         to receive out of the assets of the Corporation, whether such assets
         are capital or surplus of any nature, an amount equal to the sum of (i)
         the dividends declared but not paid thereon to the date of the final
         distribution to such holder, and (ii) $100 per share, and no more,
         before any payment shall be made or any assets distributed to the
         holders of shares of Common Stock or any other class or series of the
         Corporation's capital stock ranking junior as to liquidation rights to
         the Series B Preferred Stock (the "Junior Liquidation Stock"). The
         entire assets of the Corporation available for distribution, after the
         liquidation preferences of any class or series of capital stock ranking
         prior to the Series B Preferred Stock as to liquidation rights (the
         "Senior Liquidation Stock") are fully met, shall be distributed ratably
         among the holders of shares of any class or series of the capital stock
         of the Corporation hereafter issued having parity as to liquidation
         rights with the Series B Preferred Stock in proportion to the
         respective accrued and unpaid dividends and preferential amounts to
         which each is entitled (but only to the extent of such accrued and
         unpaid dividends and preferential amounts) when such assets are not
         sufficient to pay in full the aggregate amounts payable thereon.
         Neither a consolidation nor merger of the Corporation with another
         corporation nor a sale or transfer of all or part of the Corporation's
         assets for cash, securities or other property will be considered a
         liquidation, dissolution or winding up of the Corporation.


                                       3


<PAGE>   31

         6. No Conversion. The Series B Preferred Stock shall not be convertible
         into or exchangeable for any other class or series of capital stock, or
         any other securities, of the Corporation or any other corporation.

         7. Redemption. The Series B Preferred Stock shall not be subject to
         redemption by the Corporation until such time as there are no
         Exchangeable Shares outstanding which are not owned by the Corporation
         or any of its direct or indirect subsidiaries, and thereafter may be
         redeemed at any time by the Corporation, out of funds legally available
         for a stock redemption, for cash, at a price per share equal to the sum
         of $1.00 plus any declared and unpaid dividends, upon giving 30 days'
         written notice to the holder of record of the Series B Preferred Stock
         at the address of such holder set forth in the stock books of the
         Corporation. No sinking fund shall be provided for the purchase or
         redemption of Series B Preferred Stock.

         8. Cancellation. At such time as (1) the Series B Preferred Stock
         entitles its holder to a number of votes equal to zero because there
         are no Exchangeable Shares of Philsar outstanding which are not owned
         by the Corporation or any of its direct or indirect subsidiaries, and
         (2) there is no share of stock, warrant, option or other agreement,
         obligation or commitment of Philsar which by its terms could require
         Philsar to issue any Exchangeable Shares to any person other than the
         Corporation or any of its direct or indirect subsidiaries, then the
         Series B Preferred Stock shall thereupon be retired and canceled
         promptly thereafter. Such share shall upon its cancellation, and upon
         the taking of any action required by applicable law, become an
         authorized but unissued preferred share and may be reissued as part of
         a new series of preferred shares to be created by resolution or
         resolutions of the Board of Directors, subject to the conditions and
         restrictions on issuance set forth in the Certificate of Incorporation.


                                       4


<PAGE>   32

         9. Rank The Series B Preferred Stock shall rank pari passu with the
         Common Stock, as to payment of dividends and prior to the Common Stock
         and the Corporation's Series A Preferred Stock as to distribution of
         assets upon Liquidation to the extent provided in Section 5 hereof.

         IN WITNESS WHEREOF, this Certificate of Designation is executed on
behalf of the Corporation by the undersigned this 26th day of May, 2000.


                                             CONEXANT SYSTEMS, INC.


                                             By: /s/ Dennis E. O'Reilly
                                                 -------------------------------
                                                 Name: Dennis E. O'Reilly
                                                 Title: Senior Vice President,
                                                        General Counsel and
                                                        Secretary


                                       5