<PAGE>

                                                                     Exhibit 3.1

                                State of Delaware
                                                                          Page 1
                        Office of the Secretary of State

      I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "DONALDSON, LUFKIN & JENRETTE, INC.", CHANGING ITS NAME FROM "DONALDSON,
LUFKIN & JENRETTE, INC." TO "CREDIT SUISSE FIRST BOSTON (USA), INC.", FILED IN
THIS OFFICE ON THE SIXTH DAY OF NOVEMBER, A.D. 2000, AT 9 O'CLOCK A.M.

      A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.


0543420 8100          [SEAL]              /s/ Edward J. Freel
                 Secretary's Office       --------------------------
001557466            Delaware             Edward J. Freel, Secretary of State

                                          AUTHENTICATION: 0776773
                                                    DATE: 11-06-00


<PAGE>

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                       DONALDSON, LUFKIN & JENRETTE, INC.

            DONALDSON, LUFKIN & JENRETTE, INC., a Delaware corporation, HEREBY
CERTIFIES AS FOLLOWS:

            1. The name of the Corporation is Donaldson Lufkin & Jenrette, Inc.
The date of filing of its original Certificate of Incorporation with the
Secretary of State of the State of Delaware was October 20, 1959. The date of
filing of its Amended and Restated Certificate of incorporation with the
Secretary of State of the State of Delaware was May 25, 1999.

            2. This Certificate of Amendment sets forth an amendment to the
Amended and Restated Certificate of incorporation of the Corporation which was
duly adopted by the unanimous written consent of the sole holder of all of the
outstanding shares of common stock of the series designated Donaldson, Lufkin &
Jenrette, Inc. -- DLJ Common Stock, par value $.10 per share of the Corporation
entitled to vote thereon in accordance with the provisions of Sections 242 and
228.

            3. Article First of the Amended and Restated Certificate of
Incorporation is hereby amended in full to be and read as follows:

            "FIRST: The name of the corporation is Credit Suisse First Boston
(USA), Inc."

                                                               STATE OF DELAWARE
                                                              SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 11/06/2000
                                                            001557466 -- 0543420

<PAGE>

            IN WITNESS WHEREOF, DONALD. LUFKIN & JENRETTE, INC. has caused this
certificate to be signed by Lori M. Russo, its Secretary, and attested by Rhonda
G. Matty, its Assistant Secretary, this 6th day of November, 2000.


                                   DONALDSON, LUFKIN & JENRETTE, INC.


                                   By: /s/ Lori M. Russo
                                     -------------------
                                     Name: Lori M. Russo
                                     Title: Secretary

ATTEST:


By: /s/ Rhonda G. Matty
    --------------------------
    Name: Rhonda G. Matty
    Title: Assistant Secretary

<PAGE>

                                State of Delaware
                                                                          PAGE 1

                        Office of the Secretary of State

      I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED
CERTIFICATE OF "CREDIT SUISSE FIRST BOSTON (USA), INC.", FILED IN THIS OFFICE ON
THE TWELFTH DAY OF JANUARY, A.D. 2001, AT 9 O'CLOCK A.M.

      A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.

      AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID
RESTATED CERTIFICATE IS THE FIFTEENTH DAY OF JANUARY, A.D. 2001.


0543420 8100                 [SEAL]                   /s/ Harriet Smith Windsor
                   SECRETARY'S OFFICE DELAWARE        -------------------------
010020981                                                 Secretary of State

                                                      AUTHENTICATION: 0924820

                                                      DATE: 01-19-01

<PAGE>

             FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                     CREDIT SUISSE FIRST BOSTON (USA), INC.

      Credit Suisse First Boston (USA), Inc. a corporation organized and
existing under the laws of the State of Delaware, hereby certifies as flows:

      1. The name of the corporation is Credit Suisse First Boston (USA), Inc.
The date of filing its original Certificate of incorporation with the Secretary
of State was October 20, 1959 under the name Donaldson, Lufkin & Jenrette, Inc.
The date of the filing of its Amended and Restated Certificate of Incorporation
was May 25,1999.

      2. This fifth Amended and Restated Certificate of Incorporation has been
duly adopted and proposed to the stockholders of the Corporation by the Board of
Directors of the Corporation, and has been approved and adopted by the
stockholders of the Corporation, in accordance with Sections 242 and 245 of the
General Corporation Law of the State of Delaware.

      3. Pursuant to Section 242 and 245 of the General Corporation Law of the
State of Delaware, this fifth. Amended and Restated Certificate of Incorporation
restates and integrates and further amends the provisions of the Amended and
Restated Certificate of Incorporation of the Corporation.

      4. The text of the Amended and Restated Certificate of Incorporation is
hereby restated and further amended to read in its entirety as hereinafter set
forth:

      FIRST: The name of the Corporation is CREDIT SUISSE FIRST BOSTON (USA),
      INC.

      SECOND: The principal office of the Corporation in the State of Delaware
is located at 2711 Canterville Road, Suite 400, in the City of Wilmington,
County of New Castle, 19808. The name and address of the Corporation's resident
agent is Corporation Service Company, 2711 Centerville Road, Suite 400,
Wilmington, Delaware, 19808.

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

      FOURTH: The total number of shares of stock which the Corporation shall
have the authority to issue is 1,500,000000 shares of Common Stock par value
$0.10 per share (the "Common Stock"). And 50,000,000 shares of Preferred Stock
par value $0.01 per share (the "Preferred Stock").

      Section A. Provisions Relating to Common Stock.

      1. Issuance of Common Stock in Series; Designation; Re-Classification.
Subject to the provisions of Section B of this Article FOURTH and provisions of
law, the Corporation shall have the authority to issue shares of Common Stock in
multiple series. The total number of shares of Common Stock which the
Corporation shall have the authority to issue shall be 1,500 million. One
series of Common Stock shall be designated as Credit Suisse First Boston (USA),

                                                               STATE OF DELAWARE
                                                              SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 01/12/2001
                                                            010020981 -- 0543420

<PAGE>

Inc. Common Stock par value $0.10 per share ("CSFB Common Stock"). The second
series of Common Stock shall be designated as Credit Suisse First Boston (USA),
Inc. CSFBdirect Common Stock par value $O.10 per share. ("CSFBdirect Common
Stock").

      The total number of shares of CSFB Common Stock which the Corporation
shall have the authority to issue shall initially be 500 million and the total
number shares of CSFBdirect Common Stock which the Corporation shall have the
authority to issue shall initially be 500 million. The numbers of authorized
shares of any class or series of Common Stock of the Corporation may be
increased or decreased (but not below the number of shares then outstanding) by
the affirmative vote of the holders of a majority of the voting power of the
stock of the Corporation entitled to vote generally in the election of
directors. The Board of Directors shall have the authority to designate, prior
to the time of the first issuance of the CSFBdirect Common Stock, the number
which, immediately prior to such first instance, will constitute the Number of
Shares Issuable with Respect to CSFB (USA), Inc.'s Retained Interest in
CSFBdirect and any other terms which are consistent with applicable law and the
provisions of this Article Fourth. The voting powers, preferences and relative
participating, optional or other special rights of the CSFB Common Stock and
CSFBdirect Common Stock, and the qualifications and restrictions thereon, shall
be as set forth in this Section A.

      The Board of Directors (or such committee of the Board of Directors as the
Boards of Directors shall empower) is hereby empowered to authorize by
resolution or resolutions from time to time the issuance of one or more
additional series of Common Stock and to fix the designations, powers,
preferences and relative, participating, optional or other rights, if any, and
the qualifications, limitations or restrictions thereof, if any, with respect to
each series of Common Stock and the number of shares consulting each such
series, and to increase or decrease the number of shares of any such series to
the extent by the General Corporation Law of the State of Delaware, as amended
from time to time.

      2. Dividends. Subject to any preferences and relative, participating,
optional or other special rights of any outstanding class of series of preferred
stock of the Corporation and any qualifications or restrictions on any class of
Common Stock created thereby, dividends may be declared and paid upon any series
of Common Stock, upon the terms with respect to each such series, and subject to
the limitations provided for below in this Section (A)(2), as the Board of
Directors may determine.

      (a) Dividends on any series of Common Stock may be declared and paid only
out of the lesser of(i) the funds of the Corporation legally available therefor
and (ii) the Available Dividend Amount for the Group to which such series of
Common Stock relates.

      (b) Discrimination in Dividends between Series of Common Stock. The Board
of Directors, subject to the provisions of Section (A)(2)(a), may at any time
declare and pay dividends exclusively on a single series of Common Stock or on
one or more series of Common Stock, in equal or unequal amounts, notwithstanding
the relative amounts of the Available Dividend Amount with respect to any Group,
the amount of dividends previously declared on any series, the respective voting
or liquidation rights of any series or any other factor.


                                       2
<PAGE>

      (c) Share Distributions. Except as permitted by section (A)(3), the Board
of Directors may declare and pay dividends or distributions of shares of any
series of Common Stock (or securities convertible into or exchangeable or
exercisable for shares of any series of Common Stock) on shares of a series of
Common Stock or on shares of a class or series of preferred stock of the
Corporation only as follows:

               (i) dividends or distributions of shares of a series of Common
Stock (or securities convertible into or exchangeable or exercisable for shares
of a series of Common Stock) on shares of the same series of Common Stock or on
shares of preferred stock attributed to the same Group to which such series of
Common Stock relates; and

               (ii) dividends or distributions of shares of a series of Common
Stock other than CSFB Common Stock (or securities convertible into or
exchangeable or exercisable for shares of a series of Common Stock other than
CSFB Common Stock) on shares of CSFB Common Stock or on shares of preferred
stock attributed to CSFB (USA), Inc. but only if the sum of (1) the number of
shares of the series of Common Stock to be so issued (or the number of such
shares which would be issuable upon conversion exchange or exercise of any
securities to be so issued) and (2) the number of shares of such series of
Common Stock which are issuable upon conversion, exchange or exercise of any
securities then outstanding that are attributed to CSFB (USA), Inc. is less than
or equal to the Number of Shares Issuable with Respect to CSFB (USA), Inc.'s
Retained Interest in such Group.

      For purposes of this Section (A)(2)(c), any outstanding securities that
are convertible into or exchangeable or exercisable for any other securities
which are themselves convertible into or exchangeable or exercisable for any
series of Common Stock (or other securities that are so convertible,
exchangeable or exercisable) shall be deemed to have been converted, exchanged
or exercised in full for such securities.

      3. Mandatory Dividend, Redemption or Exchange on Deposition of All or
Substantially All of the Assets of a Group; Exchange of CSFB Common Stock for
CSFBdirect Common Stock at the Option of the Corporation, Exchange of a Series
of Common Stock for Stock of a Subsidiary at the Option of the Corporation.
(a)(i) In the event of a Disposition (other than an Exempt Disposition), the
Corporation shall, on or prior to the 85th Trading Day after the Disposition
Date, provided that the funds of the Corporation are legally available therefor,
either:

               (x) declare and pay a dividend to holders of the series of Common
Stock that relates to the Group that consummated such Disposition (in cash,
securities (other than Common Stock) or other property, or a combination
thereof), subject to the limitations on dividends set forth under Section (A)(2)
of this Article FOURTH, in an aggregate amount having a Fair Value (determined
as of the Disposition Date) equal to the product of the Outstanding Interest
Fraction with respect to such Group (determined as of the record date for such
dividend) and the Fair Value (determined as of the Disposition Date) of the Net
Proceeds of such Disposition;

               (y) redeem from holders of the series of Common Stock that
relates to the Group that consummated such Disposition, in exchange for cash,
securities (other than Common Stock) or other property (or a combination
thereof) in an amount equal to the product of the Outstanding Interest Fraction
with respect to such Group (determined as of the redemption date)


                                       3
<PAGE>

and the Fair Value (determined as of the Disposition Date) of the Net Proceeds
of such Disposition, all of the outstanding shares of such series of Common
Stock (unless such Disposition involves substantially all (but not all) of the
assets attributed to such Group, in which case, a number of shares of such
series of Common Stock (rounded, if necessary, to the nearest whole number)
having an aggregate average Market Value during the 20 consecutive Trading Day
period beginning on (and including) the 16th Trading Day immediately following
the Disposition Date, equal to such amount); or

               (z) issue, in exchange for such outstanding share of the series
of Common Stock that relates to the Group that consummated such Disposition, a
number of shares of a series of Common Stock that does not relate to that Group
(calculated to the nearest five decimal places) having an aggregate value equal
to 110% of the value of a share of the series of Common Stock that relates to
that Group (where in each case value is based on the average Market Value of a
share of the relevant series of Common Stock during the 20 consecutive Trading
Day period beginning on (and including) the 16th Trading Day immediately
following the Disposition Date).

      (ii) At any time within one year after completing any dividend or partial
redemption pursuant to (x) or (y) of the preceding sentence, the Corporation may
issue, in exchange for each remaining outstanding share of the series of Common
Stock that relates to the Group that consummated the applicable Disposition, a
number of shares of a series of Common Stock that does not relate to that Group
(calculated to the nearest five decimal places) having an aggregate value equal
to 110% of the value of a share of the series of Common Stock that relates to
that Group (where in each case value is based on the average Market Value of a
share of the relevant series of Common Stock during the 20 consecutive Trading
Day period ending on (and including) the 5th Trading Day immediately preceding
the date on which the Corporation mails the notice of exchange to holders of the
relevant series).

      (iii) For purposes of this Section (A)(3), if a Group consummates a
Disposition in a series of related transactions, such Disposition shall not be
deemed to have been completed until consummation of the last of such
transactions.

      (b) Optional Exchange of CSFB Common Stock for CSFBdirect Common Stock.
The Board of Directors may, at any time, declare that each outstanding share of
CSFBdirect Common Stock shall be exchanged, as of the exchange date described
below, for a number of fully paid and nonassessable shares of CSFB Common Stock
having an aggregate value (calculated to the nearest five decimal places) equal
to the percentage of the aggregate value of an outstanding share of CSFBdirect
Common Stock (the "Applicable Percentage") specified for the applicable date of
exchange below (where in each case value is based on the average Market Value of
a share of CSFB Common Stock compared to the average Market Value of CSFBdirect
Common Stock during the 20 consecutive Trading Day period ending on (and
including) the 5th Trading Day immediately preceding the date on which the
Corporation mails the notice of exchange to holders of the CSFBdirect Common
Stock).


                                       4
<PAGE>

                            The Applicable Percentage

<TABLE>
<CAPTION>
If the Exchange date Falls during the
        Period Indicated below             Percentage Specified for such Period
-------------------------------------      -------------------------------------
<S>                                                     <C>
First Quarter .....................                     125%
Second Quarter ....................                     124.166667%
Third Quarter .....................                     123.333333%
Fourth Quarter ....................                     122.5%
Fifth Quarter .....................                     121.666667%
Sixth Quarter .....................                     120.833333%
Seventh Quarter ...................                     120%
Eighth Quarter ....................                     119.166667%
Ninth Quarter .....................                     118.333333%
Tenth Quarter .....................                     117.5%
Eleventh Quarter ..................                     116.666667%
Twelfth Quarter ...................                     115.833333%
After Twelfth Quarter .............                     115%
</TABLE>

      For purposes of the foregoing chart, (x) the first "Quarter" is the period
from and including the date of first issuance of shares of CSFBdirect Common
Stock to but excluding the third month anniversary of such date (provided that,
if the date of first issuance of shares of CSFBdirect Common Stock is the 29th
30th or 31st day of any month, the first "Quarter" will be the period from and
including such date of first issuance to but excluding the third month
anniversary of the first day of the month immediately following the month in
which such date of first issuance falls) and (y) each subsequent "Quarter" is
the period from and including the day after the end of the prior Quarter to but
excluding the third month anniversary of such day.

      However, if a Tax Event has occurred, the Applicable Percentage shall
equal 110% irrespective of whether the exchange occurs within three years. "Tax
Event" means the receipt by the Corporation of an opinion of tax counsel
experienced in such matters, who shall not be an officer or employee of the
Corporation or any of its affiliates, to the effect that, as a result of any
amendment to, or change in, the laws (or any regulations thereunder) of the
United States or any political subdivision or taxing authority thereof or
therein (including any announced proposed change by an administrative agency in
such regulations), or as a result or any official or administrative
pronouncement or action or judicial decision interpreting or applying such laws
or regulations, it is more likely than not that for United States federal income
tax purposes (1) the Corporation, its subsidiaries or affiliates, or any of its
successors or its stockholders is or, at any time in the future, will be subject
to tax upon the issuance of shares of either CSFB Common Stock or CSFBdirect
Common Stock or (2) either CSFB Common Stock or CSFBdirect Common Stock is not
or, at any time in the future, will not be treated solely as stock of the
Corporation. For purposes of rendering such opinion, tax counsel shall assume
that any administrative proposals will be adopted as proposed. However, in the
event a change in law is proposed, tax counsel shall render an opinion only in
the event of enactment.

      (c) Optional Exchange for Stock of a Subsidiary. (i) At any time at which
all of the assets and liabilities of a Group (and no other assets or liabilities
of the Corporation or any


                                       5
<PAGE>

subsidiary thereof) are held directly or indirectly by one or more wholly-owned
subsidiaries of the Corporation (the "Group Subsidiaries"), the Board of
Directors may, provided that there are funds of the Corporation legally
available therefor, declare that all of the outstanding shares of the series of
Common Stock relating to such Group shall be exchanged, as the exchange date
described below, for the number of fully paid and nonassessable shares of common
stock of each of such Group Subsidiaries as is equal to the product of the
Outstanding Interest Fraction with respect to such Group (determined as of the
exchange date) and the number of shares of common stock of each such Group
Subsidiary as will be outstanding immediately following such exchange. Such
shares of common stock of such Group Subsidiaries may be delivered directly or
indirectly through the delivery of shares of one or more of such Group
Subsidiaries that own directly or indirectly all of the other shares that are
deliverable pursuant to the preceding sentence.

      (ii) If the series of Common Stock being exchanged pursuant to Section
(A)(3)(c)(i) above is CSFB Common Stock and the Number of Shares Issuable with
Respect to CSFB (USA), Inc.'s Retained Interest in any Group on the exchange
date is greater than zero, the Corporation shall also issue a number of shares
of each series of Common Stock that relates to each such Group on the exchange
date equal to the then current Number of Shares Issuable with Respect to CSFB
(USA), Inc.'s Retained Interest in each such Group and deliver those shares to
the holders of CSFB Common Stock or to one of the Group Subsidiaries, at the
option of the Cooperation.

      (d) General Dividend, Exchange and Redemption Provisions. (i) If the
Corporation completes a Disposition (other than an Exempt Disposition), the
Corporation shall, not later than the tenth Trading Day after the applicable
Disposition Data, issue a press release specifying (w) the Net Proceeds of such
Disposition, (x) the number of shares of the series of Common Stock related to
such Group then outstanding, (y) the number of shares of such series of Common
Stock issuable upon conversion, exchange or exercise of any convertible or
exchangeable securities, options or warrants and the range of conversion,
exchange or exercise prices thereof and (z) if the Group is not CSFB (USA),
Inc., the Number of Shares Issuable with Respect to CSFB (USA), Inc.'s Retained
Interest in such Group. The Corporation shall, not more than 40 Trading Days
after such consummation, announce by press release which of the actions
specified in Section (A)(3)(a)(i) of this Article FOURTH it has determined to
take, and upon making that announcement, that determination will be irrevocable.
In addition, the Corporation shall, not more than 40 Trading Days after such
consummation and not less than 10 Trading Days before the applicable payment
date, redemption date or exchange date, send a notice by first-class mail,
postage prepaid, to holders of the relevant series of Common Stock at their
addresses as they appear on the transfer books of the Corporation, specifying:

            (A) if the Corporation has determined to pay a special dividend, (1)
the record date for such dividend, (2) the payment date of such dividends (which
cannot be more than 85 Trading Days after such Disposition Date), (3) the Net
Proceeds of such Disposition and (4) the type of property to be paid in such
dividend and the approximate per share amount thereof;

            (B) if the Corporation has determined to undertake a redemption, (1)
the date of redemption (which cannot be more than 85 Trading Days after such
Disposition Date), (2) the Net Proceeds of such Disposition, (3) the type of
property to be paid as a redemption price and


                                       6
<PAGE>

the approximate per share amount thereof, (4) if less than all shares of the
relevant series of Common Stock are to be redeemed, the approximate number of
shares to be redeemed and (5) the place or places where certificates for shares
of such series of Common Stock, properly endorsed or assigned for transfer
(unless the Corporation waives such requirement), should be surrendered in
return for delivery of the cash, securities or other property to be paid by the
Corporation in such redemption; and

            (C) if the Corporation has determined to undertake an exchange, (1)
the date of exchange (which cannot be more than 85 Trading Days after such
Disposition Date), (2) the number of shares of the other series of Common Stock
to be issued in exchange for each outstanding share of such series of Common
Stock and (3) the place or places where certificates for shares of such series
of Common Stock, properly endorsed or assigned for transfer (unless the
Corporation waives such requirement), should be surrendered in return for
delivery of the other series of Common Stock to be issued by the Corporation in
such exchange.

      (ii) if the Corporation has determined to complete any exchange described
in Section (A)(3)(b) or (c) of this Article FOURTH, the Corporation shall, not
less than 10 Trading Days and not more than 30 Trading Days before the exchange
date, send a notice by first-class mail, postage prepaid, to holders of the
relevant series of Common Stock at their addresses as they appear on the
transfer books of the Corporation, specifying (x) the exchange date and the
other terms of the exchange and (y) the place or places where certificates for
shares of such series of Common Stock, properly endorsed or assigned for
transfer (unless the Corporation waives such requirement), should be surrendered
for delivery of the stock to be issued or delivered by the Corporation in such
exchange.

      (iii) Neither the failure to mail any notice required by this Section 3(d)
to any particular holder nor any defect therein would affect the sufficiency
thereof with respect to any other holder or the validity of any dividend,
redemption or exchange contemplated hereby.

      (iv) If the Corporation is redeeming less than all of the outstanding
shares of a series of Common Stock pursuant to Section (A)(3)(a)(i) of this
Article FOURTH, the Corporation shall redeem such shares pro rata or by lot or
by such other method as the Board of Directors determines to be equitable.

      (v) No holder of shares of a series of Common Stock being exchanged or
redeemed shall be entitled to receive any cash, securities or other property to
be distributed in such exchange or redemption until such holder surrenders
certificates for such shares, properly endorsed or assigned for transfer, at
such place as the Corporation shall specify (unless the Corporation waives such
requirement). As soon as practicable after the Corporation's receipt of
certificates for such shares, the Corporation shall deliver to the person for
whose account such shares were so surrendered, or to the nominee or nominees of
such person, the cash, securities or other property to which such person shall
be entitled, together with any fractional payment referred to below, in each
case without interest. If less than all of the shares of Common Stock
represented by any one certificate is exchanged or redeemed, the Corporation
shall also issue and deliver a new certificate for the shares of such Common
Stock not exchanged or redeemed.


                                       7
<PAGE>

      (vi) The Corporation shall not be required to issue or deliver fractional
shares of any capital stock or any other fractional securities to any holder of
Common Stock upon any exchange, redemption, dividend or other distribution
described above. If more than one share of Common Stock shall be held at the
same time by the same holder, the Corporation may aggregate the number of shares
of any capital stock that would be issuable or any other securities that would
be distributable to such holder upon any such exchange, redemption, dividend or
other distribution. If there are fractional shares of any capital stock or any
other fractional securities remaining to be issued or distributed to a holder,
the Corporation shall, if such fractional shares or securities are not issued or
distributed to such holder, pay cash in respect of such fractional shares or
securities in an amount equal to the Fair Value thereof (without interest).

      (vii) From and after the date set for any exchange or redemption,
contemplated by this Section (A)(3), all rights of a holder of shares of Common
Stock being exchanged or redeemed shall cease except for the right, upon
surrender of the certificate theretofore representing such shares, to receive
the cash, securities or other property for which such shares were exchanged or
redeemed, together with any fractional payment as provided above, in each case
without interest (and, if such holder was a holder of record as of the close of
business on the record date for a dividend not yet paid, the right to receive
such dividend). A holder of shares of Common Stock being exchanged shall not be
entitled to receive any dividend or other distribution with respect to shares of
the other series of Common Stock until after certificates theretofore
representing the shares being exchanged are surrendered as contemplated above.

      Upon such surrender, the Corporation shall pay to the holder the amount of
any dividends or other distributions (without interest) which theretofore became
payable with respect to a record date occurring after the exchange, but which
were not paid by reason of the foregoing, with respect to the number of whole
shares of the other series of Common Stock represented by the certificate or
certificates issued upon such surrender. From and after the date set for any
exchange, the Corporation shall, however, be entitled to treat the certificates
for shares of a series of Common Stock being exchanged that were not yet
surrendered for exchange as evidencing the ownership of the number of whole
shares of the other series of Common Stock for which the shares of such Common
Stock should have been exchanged.

      (viii) The Corporation shall pay any and all documentary, stamp or similar
issue or transfer taxes that might be payable in respect of the issue or
delivery of any shares of capital stock and/or other securities on any exchange
or redemption contemplated by this Section (A)(3); provided, however, that the
Corporation shall not be required to pay any tax that might be payable in
respect of any transfer involved in the issue or delivery of any shares of
capital stock and/or other securities in a name other than that in which the
shares so exchanged or redeemed were registered, and no such issue or delivery
will be made unless and until the person requesting such issue pays to the
Corporation the amount of any such tax, or establishes to the satisfaction of
the Corporation that such tax has been paid.

      (ix) The Corporation may, subject to applicable law, establish such other
rules, requirements and procedures to facilitate any dividend, redemption or
exchange contemplated by this Section (A)(3) as the Board of Directors may
determine to be appropriate under the circumstances.


                                       8
<PAGE>

      4. Voting Rights. At every meeting of stockholders, the holders of Common
Stock will vote on all matters as to which common stockholders generally are
entitled to vote. Holders of CSFBdirect Common Stock will not be entitled to
vote, unless a separate class vote is required by applicable law. On all such
matters for which no separate vote is required, each outstanding share of CSFB
Common Stock entitles the holder to one vote.

      5. Liquidation Rights. In the event of any voluntary or involuntary
liquidation, dissolution or winding-up of the Corporation, holders of each
series of Common Stock shall be entitled to receive their proportionate
interests in the net assets of the Corporation, if any, remaining for
distribution to stockholders, after payment of or provision for all liabilities,
including contingent liabilities of the Corporation and payment of the
liquidation preference payable to any holders of the Corporation's Preferred
Stock, if any such stock is outstanding. Each share of each series of Common
Stock will be entitled to a share of net liquidation proceeds in proportion to
the respective liquidation units per share of such class. Each share of CSFB
Common Stock shall have one liquidation unit and each share of each other series
of Common Stock shall have a number of liquidation units (including a fraction
of one liquidation unit) equal to the quotient (rounded to the nearest decimal
places) of the average Market Value of one share of such series of Common Stock
during the 20 consecutive Trading Day period ending on, and including, the 5th
Trading Day before the date of the first public announcement of (l) a voluntary
liquidation, dissolution or winding-up of the Corporation or (2) the institution
of any proceeding for the involuntary liquidation, dissolution or winding-up of
the Corporation divided by the average Market Value of one share of CSFB Common
Stock during such 20 Trading Day period. Neither the merger nor consolidation of
the Corporation with any other entity, nor a sale, transfer or lease of all or
any part of the assets of the Corporation, would, alone, be deemed a
liquidation, dissolution or winding-up for purposes of this Section (A)(5).

      6. Adjustments to Number of Shares Issuable with Respect to CSFB (USA)
Inc. s Retained Interest in any Group. The Number of Shares Issuable with
Respect to CSFB, (USA) Inc.'s Retained Interest in any Group, as in effect from
time to time, shall, automatically without action by the Board of Directors or
any other person, be:

            (a) adjusted in proportion to any changes in the number of
outstanding shares of the series of Common Stock related to such Group caused by
subdivisions (by stock split, reclassified or otherwise) or, combinations (by
reverse stock split, reclassification or otherwise) of shares of such series of
Common Stock or by dividends or other distributions of shares of such series of
Common Stock on shares of such series of Common Stock (and, in each such case,
rounded, if necessary, to the nearest whole number);

            (b) decreased by (i) if the Corporation issues any shares of the
series of Common Stock related to such Group and the Board of Directors
attributes that issuance (and the proceeds thereof) to CSFB (USA), Inc., the
number of shares of such series of Common Stock so issued, and (ii) if the Board
of Directors re-allocates to CSFB (USA), Inc. any cash or other assets
theretofore allocated to such Group in connection with a redemption of shares of
the series of Common Stock that relates to such Group (as required pursuant to
clause (ii) of the proviso to the definition of CSFB (USA), Inc. below) or in
return for a decrease in the Number of Shares issuable with Respect to CSFB
(USA) Inc.'s Retained Interest in such Group, the number (rounded, if necessary,
to the nearest whole number) equal to (x) the aggregate Fair Value of


                                       9
<PAGE>

such cash or other assets divided by (y) the Market Value of one share of the
series of Common Stock that relates to such Group, in each case, as of the date
of such re-allocation; and

            (c) increased by (i) if the Corporation repurchases any shares of
the series of Common Stock related to such Group and the Board of Directors
attributes that repurchase (and the consideration therefor) to CSFB (USA), Inc.,
the number of shares of such series of Common Stock so repurchased and (ii) if
the Board of Directors re-allocates to such Group any cash or other assets
theretofore allocated to CSFB (USA), Inc. in return for an increase in the
Number of Shares Issuable with Respect to CSFB (USA), Inc.'s Retained Interest
in such Group the number (rounded, if necessary, to the nearest whole number)
equal to (x) the Fair Value of such cash or other assets divided by (y) the
Market Value of one share of the series of Common Stock that relates to such
Group, in each case, as of the date of such re-allocation.

      Neither the Corporation nor the Board of Directors shall take any action
that would, as a result of any of the foregoing adjustments, reduce the Number
of Shares Issuable with Respect to CSFB (USA), Inc.'s Retained Interest in any
Group to below zero. Subject to the preceding sentence, the Board of Directors
may attribute the issuance of any shares of any series of Common Stock (and the
proceeds therefrom) or the repurchase of any series of Common Stock (and the
consideration therefor) to CSFB (USA), Inc. or to the Group to which such series
of Common Stock relates, as the Board of Directors determines in its sole
discretion; provided, however, that the Board of Directors must attribute to
CSFB (USA), Inc. the issuance of any shares of any series of Common Stock that
are issued (1) as a dividend or other distribution on, or as consideration for
the repurchase of, shares of CSFB Common Stock or (2) as consideration to
acquire any assets or satisfy any liabilities attributed to CSFB (USA), Inc.

      7. Additional Definitions. As used in this Article FOURTH, the following
terms shall have the following meanings (with terms defined in singular having
comparable meaning when used in the plural and vice versa), unless the context
otherwise requires:

      "All or Substantially All of the Assets" of any Group means, with respect
to any Disposition, a portion of such assets that represents at least 80% of the
Fair Value (determined as of the Disposition Date) of the assets of such Group.

      "Available Dividend Amount" for CSFB (USA), Inc., on any day on which
dividends are paid on shares of CSFB Common Stock, is the amount that would,
immediately prior to the payment of such dividends, be legally available for the
payment of dividends on shares of CSFB Common Stock under Delaware law if(a)
CSFB (USA), Inc. and each other Group were each a single, separate Delaware
corporation, (b) CSFB (USA), Inc. had outstanding (i) a number of shares of
common stock, par value $O.l0 per share, equal to the number of shares of CSFB
Common Stock that are then outstanding and (ii) a number of shares of preferred
stock, par value $0.01 per value, equal to the number of shares of Preferred
Stock that have been attributed to CSFB (USA), Inc. and are then outstanding,
(c) the assumptions about each Group that is not CSFB (USA), Inc. set forth in
the next sentence were true and (d) CSFB (USA), Inc. owned a number of shares of
each series of Common Stock (other than CSFB Common Stock) equal to the Number
of Shares Issuable with Respect to CSFB (USA), Inc.'s Retained Interest in each
Group to which each such series of Common Stock relates.


                                       10
<PAGE>

      "Available Dividend Amount" for any Group other than CSFB (USA), Inc., on
any day on which dividends are paid on shares of the series of Common Stock
relating to such Group, is the amount that would, immediately prior to the
payment of such dividends, be legally available for the payment of dividends on
shares of such series of Common Stock under Delaware law if such Group were a
single, separate Delaware corporation having outstanding (a) a number of shares
of common stock, par value $0.10 per share, equal to the number of shares of
such series of Common Stock that are then outstanding plus the Number of Shares
Issuable with Respect to CSFB (USA), Inc.'s Retained Interest in such Group and
(b) a number of shares of preferred stock, par value $0.01 per share, equal to
the number of shares of Preferred Stock that have been attributed to such Group
and are then outstanding.

      "CSFB (USA), Inc." means (a) all of the businesses, assets and liabilities
of the Corporation and its subsidiaries, other than the businesses, assets and
liabilities that are part of any Group other than CSFB (USA), Inc., (b) the
rights and obligations of CSFB (USA), Inc. under any inter-Group debt deemed to
be owed to or by CSFB (USA), Inc. (as such rights and obligations are defined in
accordance with policies established from time to time by the Board of
Directors) and (c) a proportionate interest in any Group other than CSFB (USA),
Inc. (after giving effect to any options, Preferred Stock, other securities or
debt issued or incurred by the Corporation and attributed to any Group other
than CSFB (USA), Inc.) equal to the Retained Interest Fraction; provided,
however, that: (i) the Corporation may re-allocate assets from one Group to
another Group in return for other assets or services rendered by the other Group
in the ordinary course of business or in accordance with policies established by
the Board of Directors from time to time and (ii) if the Corporation transfers
cash, other assets or securities to holders of shares of a series of Common
Stock other than CSFB Common Stock as a dividend or other distribution on shares
of such series of Common Stock (other than a dividend or distribution payable in
shares of such series of Common Stock), or as payment in a redemption required
by Section (A)(3)(a) of this Article FOURTH, then the Board of Directors shall
re-allocate from such Group to CSFB (USA), Inc. cash or other assets having a
Fair Value equal to the aggregate Fair Value of the cash, other assets or
securities so transferred times the Retained Interest Amount with respect to
such Group as of the record date for such dividend or distribution, or on the
date of such redemption, as the ease may be.

      "CSFBdirect" means (a) all of the businesses, assets and liabilities of
CSFBdirect Holdings, Inc. and its subsidiaries, (b) the assets and liabilities
of CSFBdirect's online United Kingdom discount brokerage service, (c) any assets
or liabilities acquired or incurred by [DLJdirect Holdings, Inc.] or any of its
subsidiaries after the Effective Date in the ordinary course of business and
attributable to CSFBdirect, (d) any businesses, assets or liabilities acquired
or incurred by the Corporation or any of its subsidiaries after the Effective
Date that the Board of Directors has specifically allocated to CSFBdirect or
that the Corporation otherwise allocates to CSFBdirect in accordance with
policies established from time to time by the Board of Directors and (e) the
rights and obligations of CSFBdirect under any inter-Group debt deemed to be
owed to or by CSFBdirect (as such rights and obligations are defined in
accordance with policies established from time to time by the Board of
Directors); provided, however, that: (i) the Corporation may re-allocate assets
from one Group to the other Group in return for other assets or services
rendered by that other Group in the ordinary course of business or in accordance
with policies established by the Board of Directors from time to time, and (ii)
if the Corporation transfers cash, other assets or securities to holders of
shares of CSFBdirect Common Stock as a


                                       11

<PAGE>

dividend or other distribution on shares of CSFBdirect Common Stock (other than
a dividend or distribution payable in shares of CSFBdirect Common Stock), or as
payment in a redemption required by Section (A)(3)(a) of this Article FOURTH,
then the Board of Directors shall re-allocate from CSFBdirect to CSFB (USA),
Inc. cash or other assets having a Fair Value equal to the aggregate Fair Value
of the cash, other assets or securities so transferred times the Retained
Interest Amount with respect to such Group as of the record date for such
dividend or distribution, or on the date of such redemption, as the case may be.

      "Disposition" means a sale, transfer, assignment or other disposition
(whether by merger, consolidation, sale or otherwise) of All or Substantially
All of the Assets of a Group to one or more persons or entities, in one
transaction or a series of related transactions.

      "Disposition Date" means, with respect to any Disposition, the date of
consummation of such Disposition.

      "Effective Date" means the date on which this Second Amended and Restated
Certificate of Incorporation becomes effective under Delaware law.

      "Exempt Disposition" means any of the following:

            (a) a Disposition in connection with the liquidation, dissolution or
winding-up of the Corporation and the distribution of assets to stockholders.

            (b) a Disposition to any person or entity controlled by the
Corporation (as determined by the Board of Directors in its sole discretion).

            (c) a Disposition by any Group for which the Corporation receives
consideration primarily consisting of equity securities (including, without
limitation, capital stock of any kind, interests in a general or limited
partnership, interests in a limited liability company or debt securities
convertible into or exchangeable for, or options or warrants to acquire, any of
the foregoing, in each case without regard to the voting power or other
management or government rights associated therewith) of an entity which is
primarily engaged or proposes to engage primarily in one or more businesses
similar or complementary to businesses conducted by such Group prior to the
Disposition, as determined by the Board of Directors in its sole discretion.

            (d) a dividend, out of any Group's assets, to holders of the related
series of Common Stock (and a re-allocation of a corresponding amount of such
Group's assets to CSFB (USA), Inc. as required pursuant to clause (ii) of the
proviso to the definition of CSFB (USA), Inc. above),

            (e) a dividend, out of CSFB (USA), Inc.'s assets, to holders of CSFB
Common Stock,

            (f) a Disposition by any Group other than CSFB (USA), Inc. or CSFB
direct that is designated to be an "Exempt Disposition" by the Board of
Directors in the resolution or resolutions authorizing the issuance of the
shares of the series of Common Stock that relates to such Group, and


                                       12
<PAGE>

            (g) any other Disposition, if(i) at the time of the Disposition
there are no shares of any series of Common Stock outstanding other than the
series of Common Stock relating to the Group that consummated such Disposition,
(ii) at the time of the Disposition there are no shares of the series of Common
Stock relating to the Group that consummated such Disposition outstanding or
(iii) before the 3Oth Trading Day following the Disposition the Corporation has
mailed a notice stating that it is exercising its right to exchange all of the
outstanding shares of the series of Common Stock relating to the Group that
consummated such Disposition for newly issued shares of CSFB Common Stock as
contemplated under Section 3(b) of this Article FOURTH.

      "Fair Value" means (a) in the case of cash, the amount thereof, (b) in the
case of capital stock that has been Publicly Traded for a period of at least 15
months, the Market Value thereof and (c) in the case of other assets or
securities, the fair market value thereof as the Board of Directors shall
determine in good faith (which determination shall be conclusive and binding on
all stockholders).

      "Group" initially means CSFB (USA), Inc. or CSFBdirect; provided that if
the Board of Directors authorizes the issuance of shares of a series of Common
Stock other than CSFB Common Stock or CSFBdirect Common Stock, the Board of
Directors shall designate the assets and liabilities of CSFB (USA), Inc. to
which such series of Common Stock relates, which assets and liabilities shall be
an additional "Group" for all purposes of this Article FOURTH.

      "Market Capitalization" of any series of Common Stock on any date means
the Market Value of a share of such series on such date times the number of
shares of such series outstanding on such date. Shares issuable with respect to
CSFB (USA), Inc.'s Retained Interest in any Group shall not be considered
outstanding unless and until they are in fact issued to third parties.

      "Market Value" of a share of any class or series of capital stock on any
Trading Day means the average of the high and low reported sales prices of such
class or series on such Trading Day or, in case no such reported sale takes
place on such Trading Day, the average of the reported closing bid and asked
prices regular way of a share of such class or series on such Trading Day, in
either case as reported on the New York Stock Exchange ("NYSE") Composite Tape
or, if the shares of such class or series are not listed or admitted to trading
on the NYSE on such Trading Day, on the principal national securities exchange
on which the shares of such class or series are listed or admitted to trading
or, if not listed or admitted to trading on any national securities exchange on
such Trading Day, on The Nasdaq National Market System of the Nasdaq Stock
Market ("Nasdaq NMS") or, if the shares of such class or series are not listed
or admitted to trading on any national securities exchange or quoted on the
Nasdaq NMS on such Trading Day, the average of the closing bid and asked prices
of a share of such class or series in the over-the-counter market on such
Trading Day as furnished by any NYSE member firm selected from time to time by
the Corporation or, if such closing bid and asked prices are not made available
by any such NYSE member firm on such Trading Day, the fair market value of a
share of such class or series as the Board of Directors shall determine in good
faith (which determination shall be conclusive and binding on all stockholders);
provided, that, for purposes of determining the average Market Value of a share
of any class or series of capital stock for any period, (a) the "Market Value"
of a share of any class or series of capital stock on any day prior to any "ex-


                                       13
<PAGE>

dividend" date or any similar date occurring during such period for any dividend
or distribution (other than any dividend or distribution contemplated by clause
(b)(ii) of this sentence) paid or to be paid with respect to such capital stock
shall be redeemed by the Fair Value of the per share amount of such dividend or
distribution and (b) the "Market Value" of a share of any class or series of
capital stock on any day prior to (i) the effective date of any subdivision (by
stock split or otherwise) or combination (by reverse stock split or otherwise)
of outstanding shares of such class or series of capital stock occurring during
such period or (ii) any "ex-dividend" date or any similar date occurring during
such period for any dividend or distribution with respect to such capital stock
to be made in shares of such class or series of capital stock shall be
appropriately adjusted, as determined by the Board of Directors, to reflect such
subdivision, combination, dividend or distribution; and provided further, if (a)
the Corporation repurchases outstanding shares of any series Common Stock other
than CSFB Common Stock and the Board of Directors attributes that repurchase
((and the consideration therefor) to the Group to which such series of Common
Stock relates and (b) the Board of Directors determines to re-allocate to CSFB
(USA), Inc. cash or other assets theretofore allocated to the Group to which
such series of Common Stock relates in order to avoid a change in the Retained
Interest Fraction, the "Market Value" of a share any series Common Stock other
than CSFB Common Stock used to compute the corresponding reduction in the Number
of Shares Issuable with Respect to CSFB (USA), Inc.'s Retained Interest in the
Group to which such series of Common Stock relates will equal the Fair Value of
the consideration paid per share of Common Stock so repurchased; and provided
further, if the Corporation redeems a portion of the outstanding shares of any
of series of Common Stock other than CSFB Common Stock (and the Board of
Directors re-allocates to CSFB (USA), Inc. cash or other assets therefore
allocated to the Group to which such series of Common Stock relates in the
manner required by clause (ii) of the proviso to the definition of CSFB (USA),
Inc. above, the "Market Value" of a share of such series of Common Stock used to
compute the corresponding reduction in the Number of Shares Issuable with
Respect to CSFB (USA), Inc.'s Retained Interest in the Group to which such
series of Common Stock relates will equal the Fair Value of the consideration
paid per share of such series of Common Stock so redeemed.

      "Net Proceeds" of a Disposition of any of the assets of a Group means the
positive amount, if any, remaining from the gross proceeds of such Disposition
after any payment of, or reasonable provision (as determined in good faith by
the Board of Directors, which determination will be conclusive and binding on
all stockholders) for, (a) any taxes payable by the Corporation or any
subsidiary or affiliate thereof in respect of such Disposition or which would
have been payable but for the utilization of tax benefits attributable to the
Group not the subject of the Disposition, (b) any taxes payable by the
Corporation in respect of any resulting dividend or redemption, (c) any
transaction costs, including, without limitation, any legal, investment banking
and accounting fees and expenses and (d) any liabilities (contingent or
otherwise) of, attributed to or related to, such Group, including, without
limitation, any liabilities for deferred taxes or any indemnity or guarantee
obligations which are outstanding or incurred in connection with the Disposition
or otherwise any liabilities for future purchase price adjustments and any
obligations with respect to outstanding securities (other than Common Stock)
attributed to such Group as determined in good faith by the Board of Directors.

      "Number of Shares Issuable with Respect to CSFB (USA), Inc.'s Retained
Interest" means, with respect to any Group, initially the number the Board of
Directors designates prior to


                                       14
<PAGE>

the time the Corporation first issues shares of the series of Common Stock
applicable to such Group as the number of shares of such series of Common Stock
that could be issued by the Corporation for the account of CSFB (USA), Inc. in
respect of its retained interest in such Group, as authorized by Section (A)(1);
provided, however, that such number as in effect from time to time shall
automatically be adjusted as required by Section 6 of this Article IV(A).

      "Outstanding Interest Fraction" means (i) with respect to CSFB (USA),
Inc., at any time of determination, 1 and (ii) with respect to any other Group,
at any time of determination, a fraction the numerator of which shall be the
number of shares of the series of Common Stock applicable to such Group
outstanding on such date and the denominator of which shall be the sum of the
number of shares of the series of Common Stock applicable to such Group
outstanding on such date and the Number of Shares Issuable with Respect to CSFB
(USA), Inc.'s Retained Interest in such Group.

      "Publicly Traded" with respect to any security means (a) registered under
Section 12 of the Securities Exchange Act of 1934, as amended (or any successor
provision of law), and (b) listed for trading on the NYSE (or any other national
securities exchange registered under Section 7 of the Securities Exchange Act of
1934, as amended (or any successor provision of law)) or listed on the Nasdaq
NMS (or any successor market system).

      "Retained Interest Amount" means (i) with respect to CSFB (USA), Inc., at
any time of determination, 1 and (ii) with respect to any other Group, at any
time of determination, a fraction the numerator of which shall be the Number of
Shares Issuable with Respect to CSFB (USA), Inc.'s Retained Interest in such
Group and the denominator of which shall be the number of shares of the series
of Common Stock relating to such Group outstanding on such date.

      "Retained Interest Fraction" means (i) with respect to CSFB (USA), Inc.,
at any time of determination, 1 and (ii) with respect to any Group that is not
CSFB (USA), Inc., at any time of determination, a fraction the numerator of
which shall be the Number of Shares Issuable with Respect to CSFB (USA), Inc.'s
Retained Interest in such Group and the denominator of which shall be the sum of
the number of shares of the series of common stock applicable to such Group
outstanding on such date and the Number of Shares Issuable with Respect to CSFB
(USA), Inc.'s Retained Interest in such Group.

      "Trading Day" means each weekday on which the relevant security (or, if
there are two relevant securities, each relevant security) is traded on the
principal national securities exchange on which it is listed or admitted to
trading or on the Nasdaq NMS or, if such security is not listed or admitted to
trading on a national securities exchange or quoted on the Nasdaq NMS, traded in
the principal over-the-counter market in which it trades.

      8. Effectiveness of Sections (A)(2), (A)(3), (A)(5), (A)(6) and (A(7) of
this Article FOURTH. The terms of Sections (A)(2), (A)(3), (A)(5), (A)(6) and
(A)(7) of this Article FOURTH shall apply only when there are shares of multiple
series of Common Stock outstanding.

      Section B. Provisions Relating to Preferred Stock.


                                       15
<PAGE>

      The Board of Directors (or such committee of the Board of Directors as the
Board of Directors shall empower) is hereby empowered to authorize by resolution
or resolutions from time to time the issuance of one or more classes or series
of Preferred Stock and to fix the designations, powers, preferences and
relative, participating, optional or other rights, if any, and the
qualifications, limitations or restrictions thereof, if any, with respect to
each such class or series of Preferred Stock and the number of shares
constituting each such class or series, and to increase or decrease the number
of shares of any such class or series to the extent permitted by the General
Corporation Law of the State of Delaware, as amended from time to time.

      FIFTH: The Corporation is to have perpetual existence.

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

      SEVENTH: The following additional provisions are inserted for the
management of the business and for the conduct of the affairs of the
Corporation, and for the creation, definition, limitation and regulation of the
powers of the Corporation, the directors and the stockholders:

      1. Election of directors need not be by ballot. The Board of Directors
shall have the power to make, alter, amend and repeal the By-laws of the
Corporation.

      2. Any director may be removed at any time, with or without cause, upon
the affirmative vote of the holder of a majority of the stock of the Corporation
at that time having voting power for the election of directors.

      3. In the event that any contract or other transaction to which this
Corporation is a party would be affected by the fact that any directors or
officers of this Corporation are directors, officers, creditors, stockholders,
partners, or otherwise interested in any other party to such contract, or are
parties to or are otherwise interested in such contract or other transaction,
then, in any event, such contact or other transaction shall not be affected by
such fact if such contract or other transaction shall be approved or ratified by
the affirmative vote of directors who are not so interested constituting a
majority of a quorum of directors present at a meeting of the Board of
Directors. In the absence of actual fraud, no director or officer shall be
liable to account to the Corporation for any profit realized by him from or
through any such contract or other transaction of the types described above in
this paragraph ratified or approved as aforesaid, by reason of his interest in
any such contract or other transaction.

      Directors interested in any such contract or other transaction of the
types described in the foregoing paragraph may be counted when present at
meetings of the Board of Directors for the purpose of determining the existence
of a quorum to consider and vote on any such contract or other transaction.

      Any contract or other transaction that shall be approved or ratified by
the vote of the holders of a majority of the stock of the Corporation at the
time having voting powers for the election of directors present, in person or by
proxy, at any annual or special meeting of stockholders (provided that a lawful
quorum of such stockholders be there present in person or by proxy) shall,
except as otherwise provided by law, be as valid and as binding upon the


                                       16
<PAGE>

Corporation and upon all its stockholders as though it had been approved or
ratified by every stockholder of the Corporation.

      4. The Board of Directors may, by resolution or resolutions, passed by a
majority of the whole board, designate one or more committees, each committee to
consist of two or more of the directors of the Corporation, which to the extent
provided in said resolution or resolutions or in the By-Laws of the Corporation,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it. Such
committee or committees shall have such name or names as may be stated in the
By-Laws of the Corporation or as may be determined from time to time by
resolution adopted by the Board of Directors.

      5. The Board of Directors shall also have power to authorize and cause to
be executed and delivered mortgages and instruments of pledge, and any other
instruments creating liens, on the real and personal property of the
Corporation; to fix the times for the declaration and payment of dividends; to
set apart out of any of the funds of the Corporation available for dividends a
reserve or reserves for any proper purpose and to abolish any such reserve; and
to make and determine the use and disposition of any surplus (whether capital,
earned or other surplus) of net profits over and above the capital of the
Corporation, and in its discretion, the Board of Directors may sue and apply any
such surplus or net profits in purchasing or acquiring shares of its own stock
to such extent and in such manner and upon such terms as the Board of Directors
shall deem expedient. The shares of such stock so purchased or acquired may be
resold, except as otherwise provided by law.

      6. The business of the Corporation shall be managed by the Board of
Directors, except as otherwise provided by the General Corporation Law of the
State of Delaware or herein. The Board of Directors, in addition to the powers
and authority expressly conferred upon it herein, by law, by the By-Laws and
otherwise, is hereby empowered to exercise all such powers as may be exercised
by the Corporation, subject, nevertheless, to the provisions of the laws of the
State of Delaware, of this Second Amended Certificate of Incorporation, and of
any amendments thereto, and to the By-Laws.

      7. A director, or a member of any committee designated by the Board of
Directors pursuant to authority hereinbefore conferred, shall, in the
performance of his duties, be fully protected in relying in good faith upon the
books of account or reports made to the Corporation. Its stockholders, its Board
of Directors or any such committee, by any of its officials, or by an
independent certified public accountant, or by an appraiser selected with
reasonable care by the Board of Directors or by any such committee, or in
relying in good faith upon other records of the Corporation. Without prejudice
to the generality of the foregoing, a director shall be fully protected in
relying in good faith upon the books of account of the Corporation or statements
prepared by any of its officials as to the value and amount of the assets,
liabilities and/or net profits of the Corporation, or any other facts pertinent
to the existence and amount of surplus or other funds from which dividends might
properly be declared and paid.

      8. Whenever under the provisions of the laws of the State of Delaware or
this Second Amended Certificate of Incorporation the vote of the holders of
Common Stock at a meeting thereof is required or permitted to be taken for or in
connection with any corporate


                                       17
<PAGE>

action, the meeting and vote of such holders may be dispensed with and such
actions may be effectively and validly taken on the written consent of the
holders of not less than a majority of the shares of Common Stock then
outstanding, provided that in no case shall such consent be by the holders of
Common Stock having less than the minimum percentage of the total vote required
by statute for the proposed corporate action, and provided, further, that prompt
notice shall be given to all stockholders of the taking of corporate action
without a meeting and by less than unanimous written consent.

      EIGHTH: (a) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

      (b) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnify for such
expenses which the Court of Chancery or such other court shall deem proper.

      (c) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsection (a) or (b), or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.


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<PAGE>

      (d) Any indemnification under subsection (a) or (b) (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in subsections (a) and (b). Such determination shall be
made (1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such quorum is not obtainable, or, even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or (3)
by the stockholders.

      (e) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Corporation as
authorized in this section.

      (f) The indemnification provided by this section shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

      (g) The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this section.

      The effective date of this amendment is January 15, 2001.

      IN WITNESS WHEREOF, said Credit Suisse First Boston (USA), Inc. has caused
this certificate to be signed by Lori M. Russo, its Secretary, this 12th day of
January, 2001.

                                 CREDIT SUISSE FIRST BOSTON (USA), INC.


                                 By: LORI M. RUSSO
                                     -----------------------------
                                     Name: Lori M. Russo
                                     Title: Secretary


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