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                                                                   Exhibit 3.a.1

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                             CONEXANT SYSTEMS, INC.

                       (AS AMENDED THROUGH MARCH 1, 2004)

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 $0.01 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:

      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

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      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 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;

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            (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;

            (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.

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      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
      5,000,000. Such number of shares may be increased or decreased by
      resolution of the Board of 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 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

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      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
      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

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      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 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

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            the 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 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

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      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 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.

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      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.

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, 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.

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      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 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.

      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,

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      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.

      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.

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

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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 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.

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

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<PAGE>

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.

      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

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<PAGE>

                  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
                  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 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

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<PAGE>

                        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.

                  (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

                                       16
<PAGE>

                  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 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 make and, if deemed advisable by at
                  least two-thirds of the Continuing



                                       17
<PAGE>

                  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
                  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

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<PAGE>

                  (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.

      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

                                       19
<PAGE>

                  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").

      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).

                                       20
<PAGE>

      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 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

                                       21
<PAGE>

      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.

      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.

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