Exhibit 3.1

                       DONALDSON, LUFKIN & JENRETTE, INC.

                            Secretary's Certificate

      I, Marjorie S. White, Secretary of Donaldson, Lufkin & Jenrette, Inc., a
corporation organized and existing under the laws of the State of Delaware (the
"Corporation"), do hereby certify that:

      (a)   attached hereto as Exhibit A is a true and complete copy of the
            Restated Certificate of Incorporation of the Company certified by
            the Secretary of State of the State of Delaware filed on May 25,
            1999. There has been no amendment of the Restated Certificate of
            Incorporation of the Corporation since May 25, 1999. I know of no
            proceeding for the amendment or modification of or for any other
            change in such Restated Certificate of Incorporation or for the
            dissolution or liquidation of the Corporation or threatening its
            existence and, to the best of my knowledge, the Corporation is a
            corporation duly incorporated and validly existing under and by
            virtue of the laws of the State of Delaware and is in good standing
            in that state;

      (b)   attached hereto as Exhibit B is a true and complete copy of the
            Corporation's Bylaws, as amended and in effect at all times since
            May 14, 1998;

      (c)   attached hereto as Exhibit C is a true and complete copy of a
            resolution duly adopted by the Board of Directors of the Corporation
            at a meeting duly called and held on the 14th day of May, 1998, and
            that such resolution is still in full force and effect;

      (d)   attached hereto as Exhibit D is a true and complete copy of
            resolutions duly adopted by the Operating Committee of the
            Corporation by unanimous written consent dated May 26, 1999, and
            that such resolutions are still in full force and effect; and

      (e)   attached hereto as Exhibit E is a list of the duly elected officers
            of the Corporation who have been designated to act on behalf of the
            Corporation pursuant to the resolutions attached hereto and that the
            signatures appearing opposite each such person's name is the true
            and correct signature of such person.

<PAGE>

      IN WITNESS WHEREOF, I have hereunto set my hand and impressed the seal of
the Corporation as of this 28th day of May, 1999.

                                        /s/ Marjorie S. White
                                        ---------------------
                                        Marjorie S. White
                                        Secretary

<PAGE>

I, Charles J. Hendrickson, Senior Vice President and Treasurer of Donaldson,
Lufkin & Jenrette, Inc., hereby certify that Marjorie White, whose genuine
signature appears above, is, and has been at all times since August 25, 1997, a
duly elected, qualified and acting Secretary of Donaldson, Lufkin & Jenrette,
Inc.

IN WITNESS WHEREOF, I have hereunto set my hand as of this 28th day of May,
1999.

                                        /s/ Charles J. Hendrickson
                                        -----------------------------------
                                        Charles J. Hendrickson
                                        Senior Vice President and Treasurer
<PAGE>

                                State of Delaware

                        Office of the Secretary of State     PAGE 1

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

      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 RESTATED CERTIFICATE OF
"DONALDSON, LUFKIN & JENRETTE, INC.", FILED IN THIS OFFICE ON THE TWENTY-FIFTH
DAY OF MAY, A.D. 1999, AT 8 O'CLOCK A.M.

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

                                                    /s/ Edward J. Freel
                             [SEAL]          -----------------------------------
                                             EDWARD J. FREEL, SECRETARY OF STATE

0543420     B100                                       AUTHENTICATION:   9763254

991206512                                                        DATE:  05-25-99
<PAGE>

                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 08:00 AM 05/25/1999
                                                          991206512 - 0543420

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                       DONALDSON, LUFKIN & JENRETTE, INC.

      Donaldson, Lufkin & Jenrette, 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 Donaldson, Lufkin & Jenrette, Inc. The
date of filing its original Certificate of Incorporation with the Secretary of
State was October 20, 1959.

      2. This 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 Amended and Restated Certificate of Incorporation
restates and integrates and further amends the provisions of the Certificate of
Incorporation of the Corporation.

      4. The text of the 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 DONALDSON, LUFKIN & JENRETTE, INC.

      SECOND: The principal office of the Corporation in the State of Delaware
is located at No. 1209 Orange Street, in the City of Wilmington, County of New
Castle, 19081. The name and address of the Corporation's resident agent is The
Corporation Trust Company, No. 1209 Orange Street. Wilmington, Delaware, 19801.

      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 State of Delaware.

      FOURTH: The total number of shares of stocks which the Corporation shall
have the authority to issue is 1,500,000,000 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 Donaldson, Lufkin & Jenrette. Inc. DLJ
Common Stock par value $0.10 per share ("DLJ Common Stock"). The second series
of Common Stock shall be designated as Donaldson, Lufkin & Jenrette, Inc.
DLJdirect Common Stock par value $0.10 per share. ("DLJdirect Common Stock").
When the filing of this amended and restated certificate of incorporation
becomes effective, each share of Common Stock outstanding immediately prior
thereto shall thereupon automatically be re-classified as one share of DLJ
Common Stock (and outstanding certificates that had therefore represented shares
of Common Stock shall thereupon represent an equivalent number of DLJ Common
Stock despite the absence of any indication thereon to that effect.

      The total number of shares of DLJ Common Stock which the Corporation shall
have the authority to issue shall initially be 500 million and the total number
shares of DLJdirect Common Stock which the Corporation shall have
<PAGE>

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 DLJdirect Common Stock, the number
which, immediately prior to such first instance, will constitute the Number of
Shares Issuable with Respect to DLJ's Retained Interest in DLJdirect 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 DLJ Common Stock and DLJdirect 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.

      (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 DLJ Common Stock (or securities convertible into or
      exchangeable or exercisable for shares of a series of Common Stock other
      than DLJ Common Stock) on shares of DLJ Common Stock or on shares of
      preferred stock attributed to DLJ 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 DLJ is
      less than or equal to the Number of Shares Issuable with Respect to DLJ's
      Retained Interest in such Group.


                                       2
<PAGE>

      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 Disposition of All or
Substantially All of the Assets of a Group; Exchange of DLJ Common Stock for
DLJdirect 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)
      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 DLJ Common Stock for DLJdirect Common Stock. The
Board of Directors may, at any time, declare that each outstanding share of
DLJdirect Common Stock shall be exchanged, as of the exchange date described
below, for a number of fully paid and nonassessable shares of DLJ Common Stock
having an aggregate value (calculated to the nearest five decimal places) equal
to the percentage of the aggregate value of an outstanding


                                        3
<PAGE>

share of DLJdirect 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 DLJ Common Stock compared to the average
Market Value of DLJdirect 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
DLJdirect Common Stock).

                           The Applicable Percentage

If the Exchange date Falls during the              Percentage Specified for such
     Period Indicated Below                                     Period
-------------------------------------              -----------------------------
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%

      For purposes of the foregoing chart, (x) the first "Quarter" is the period
from and including the date of first issuance of shares of DLJdirect Common
Stock to but excluding the third month anniversary of such date (provided that,
if the date of first issuance of shares of DLJdirect 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 maters, 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 DLJ Common Stock or DLJdirect
Common Stock or (2) either DLJ Common Stock or DLJdirect 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 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


                                       4
<PAGE>

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 DLJ Common Stock and the Number of Shares Issuable with
Respect to DLJ'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 DLJ's Retained Interest
in each such Group and deliver those shares to the holders of DLJ 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 DLJ, the Number
of Shares Issuable with Respect to DLJ'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 data or
exchange data, 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 data for such dividend, (2) the payment data 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 thee approximate per share amount thereof;

            (B) if the Corporation has determined to undertake a redemption, (1)
      the data 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 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
data, send a notice by first-class mail, postage prepaid, to holders of the
relevant series of Common Stock


                                       5
<PAGE>

at their addresses as they appear on the transfer books of the Corporation,
specifying (x) the exchange data 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
cash 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.

      (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 an 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 data 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 data 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


                                       6
<PAGE>

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.

      4. Voting Rights. At every meeting of stockholders, the holders of DLJ
Common Stock will vote on all matters as to which common stockholders generally
are entitled to vote. Holders of DLJdirect 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 DLJ
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 DLJ
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 (1) 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 DLJ 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 DLJ's Retained
Interest in Any Group. The Number of Shares Issuable with Respect to DLJ'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 DLJ, the number of
      shares of such series of Common Stock so issued, and (ii) if the Board of
      Directors re-allocates to DLJ 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 DLJ below) or in return
      for a decrease in the Number of Shares Issuable with Respect to DLJ's
      Retained Interest in such Group, the number (rounded, if necessary, to the
      nearest whole number) equal to (x) the aggregate 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; and


                                       7
<PAGE>

            (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
      DLJ, 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 DLJ in return for an increase in the
      Number of Shares Issuable with Respect to DLJ'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 DLJ'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 DLJ 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 DLJ 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 DLJ Common Stock or (2) as consideration to acquire any assets or
satisfy any liabilities attributed to DLJ.

      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 DLJ, on any day on which dividends are
paid on shares of DLJ 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 DLJ' s Common Stock under Delaware law if (a) DLJ and
each other Group were each a single, separate Delaware corporation, (b) DLJ had
outstanding (i) a number of shares of common stock, par value $0.10 per share,
equal to the number of shares of DLJ 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 DLJ and are
then outstanding, (c) the assumptions about each Group that is not DLJ set forth
in the next sentence were true and (d) DLJ owned a number of shares of each
series of Common Stock (other than DLJ Common Stock) equal to the Number of
Shares Issuable with Respect to DLJ's Retained Interest in each Group to which
each such series of Common Stock relates.

      "Available Dividend Amount" for any Group other than DLJ, 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 DLJ'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.

      "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.


                                       8
<PAGE>

      "DLJ" 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 DLJ, (b) the rights and
obligations of DLJ under any inter-Group debt deemed to be owed to or by DLJ (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 DLJ (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 DLJ) 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 DLJ 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 DLJ 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.

      "DLJdirect" means (a) all of the businesses, assets and liabilities of
DLJdirect Holdings, Inc. and its subsidiaries, (b) the assets and liabilities of
DLJdirect'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 DLJdirect, (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 DLJdirect or that the
Corporation otherwise allocates to DLJdirect in accordance with policies
established from time to time by the Board of Directors and (e) the rights and
obligations of DLJdirect under any inter-Group debt deemed to be owed to or by
DLJdirect (as such rights and obligations are defined in accordance with
policies establishes 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 DLJdirect Common Stock
as a dividend or other distribution on shares of DLJdirect Common Stock (other
than a dividend or distribution payable in shares of DLJdirect 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 DLJdirect to DLJ 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.

      "Effective Date" means the date on which this 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


                                       9
<PAGE>

      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 DLJ as required pursuant to clause (ii) of the
      proviso to the definition of DLJ above),

            (e) a dividend, out of DLJ's assets, to holders of DLJ Common Stock,

            (f) a Disposition by any Group other than DLJ or DLJdirect 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

            (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 30th 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 DLJ 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 DLJ or DLJdirect; provided that if the Board of
Directors authorizes the issuance of shares of a series of Common Stock other
than DLJ Common Stock or DLJdirect Common Stock, the Board of Directors shall
designate the assets and liabilities of DLJ 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
DLJ'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-dividend" date or any similar date occurring during such period


                                       10
<PAGE>

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 DLJ 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 DLJ 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 DLJ Common Stock used to compute the
corresponding reduction in the Number of Shares Issuable with Respect to DLJ's
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 DLJ Common Stock
(and the Board of Directors re-allocates to DLJ 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 DLJ 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 DLJ'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 DLJ's Retained Interest" means,
with respect to any Group, initially the number the Board of Directors
designates prior to 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 DLJ
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 DLJ, 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 DLJ'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).


                                       11
<PAGE>

      "Retained Interest Amount" means (i) with respect to DLJ, 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 DLJ'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 DLJ, at any time of
determination, 1 and (ii) with respect to any Group that is not DLJ, at any time
of determination, a fraction the numerator of which shall be the Number of
Shares Issuable with Respect to DLJ'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 DLJ'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.

      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 contract 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


                                       12
<PAGE>

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
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 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 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 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


                                       13
<PAGE>

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 actin, 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.

      (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


                                       14
<PAGE>

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.


                                       15
<PAGE>

      IN WITNESS WHEREOF, said Donaldson, Lufkin & Jenrette, Inc. has caused
this certificate to be signed by Joe L. Roby, its President and Chief Executive
Officer, and attested by Marjorie White, its Secretary, this 25th day of May,
1999.

                              DONALDSON, LUFKIN & JENRETTE, INC.


                              By: /s/ Joe L. Roby
                                  ----------------------------------------------
                                  President and Chief Executive Officer
                                  Joe L. Roby

ATTEST:


By: /s/ [ILLEGIBLE]
    ----------------------
    Secretary


                                       16
<PAGE>
                                                      As amended on May 14, 1998

                                    BY-LAWS

                                       of

                       DONALDSON, LUFKIN & JENRETTE, INC.

<PAGE>

                                    BY-LAWS

                                      -of-

                       DONALDSON, LUFKIN & JENRETTE, INC.
                       (herein called the "Corporation")

                                    -oo0oo-

                                   ARTICLE I

                                  Stockholders

      Section 1.01. Annual Meeting. The annual meeting of stockholders for the
election of directors and the transaction of such other business as may come
before it shall be held on the last Tuesday in April in each year (or if said
day is a legal holiday, then on the next succeeding day not a legal holiday), or
such other day as shall be fixed by the Board of Directors, at such place within
or without the State of Delaware and at such time of day as shall be fixed by
the Board of Directors and stated in the notice of the meeting.

      Section 1.02. Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, may be called at any time by the Chairman of the Board,
any Vice Chairman of the Board, the President, or by resolution of the Board of
Directors and shall be called at any time by the Secretary at the request of
stockholders owning 33-1/3% of the stock of the Corporation entitled to vote for
the election of directors. Special meetings of stockholders shall be held at
such place, within or without the State of Delaware, as shall be fixed by the
person or persons calling the meeting and stated in the notice or waiver of
notice of the meeting.

      Section 1.03. Notice of Meetings of Stockholders. Whenever stockholders
are required or permitted to take any action at a meeting, written notice of the
meeting shall be


                                       2
<PAGE>

given signed with the written, printed or facsimile signature of the Chairman of
the Board, any Vice Chairman of the Board, the President, any Executive Vice
President or by the Secretary of the Corporation (unless that notice shall be
waived or unless the meeting is to be dispensed with in accordance with the
provisions of paragraph 8 of Article Seventh of the Restated Certificate of
Incorporation of the Corporation and Section 1.12 hereof) which shall state the
time and place of the meeting and, in the case of a special meeting, the purpose
or purposes for which the meeting is called. A copy of the notice of any meeting
shall be given, personally or by mail, not less than ten nor more than fifty
days before the date of the meeting, to each stockholder entitled to vote at
such meeting. If mailed, such notice is given when deposited in the United
States mail, with postage thereon prepaid, directed to the stockholder at his
address as it appears on the record of stockholders, or, if he shall have filed
with the Secretary of the Corporation a written request that notices to him be
mailed to some other address, then directed to him at such other address.

      When a meeting is adjourned to another time or place, it shall not be
necessary to give any notice of the adjourned meeting if the time and place to
which the meeting is adjourned are announced at the meeting at which the
adjournment is taken, except as provided by the General Corporation Law of the
State of Delaware, and at the adjourned meeting any business may be transacted
that might have been transacted on the original date of the meeting.

      Section 1.04. Quorum. At all meetings of the stockholders, the holders of
a majority of the stock issued and outstanding and entitled to vote thereat,
present in person or by proxy, shall constitute a quorum for the transaction of
any business. If, however, a majority shall not be present or represented at any
meeting of the stockholders, the stockholders entitled to vote thereat, present
in person or by proxy, shall have power to adjourn the meeting from time to time
until the requisite amount of voting stock shall be represented. At such
adjourned meeting at which the requisite amount of voting stock shall be
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed.

      Section 1.05. Method of Voting. The vote upon any question before the
meeting need


                                       3
<PAGE>

not be by ballot. All elections and all other questions shall be decided by a
plurality of the votes cast, at a meeting at which a quorum is present, except
as expressly provided otherwise by the General Corporation Law of the State of
Delaware or the Certificate of Incorporation or other certificate filed pursuant
to law, or these By-Laws.

      Section 1.06. Voting Rights of Stockholders and Proxies. Each stockholder
of record entitled to vote in accordance with the laws of the State of Delaware,
the Certificate of Incorporation or these By-Laws, shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
stock entitled to vote standing in his name on the books of the Corporation, but
no proxy shall be voted on after three years from its date, unless the proxy
provides for a longer period. Each proxy shall be valid only for the meeting in
respect of which it is given and any and all adjournments thereof.

      Section 1.07. Ownership of its Own Stock. Shares of its own capital stock
belonging to the Corporation or to another corporation, if a majority of the
shares entitled to vote in the election of directors of such other corporation
is held by the Corporation, shall neither be entitled to vote nor counted for
quorum purposes. Nothing in this section shall be construed as limiting the
right of the Corporation to vote its own stock held by it in a fiduciary
capacity.

      Section 1.08. Voting by Fiduciaries and Pledgors. Persons holding stock in
a fiduciary capacity shall be entitled to vote the shares so held, and persons
whose stock is pledged shall be entitled to vote, unless in the transfer by the
pledgor on the books of the Corporation he has expressly empowered the pledgee
to vote thereon, in which case only the pledgee, or his proxy, may represent
said stock and vote thereon.

      Section 1.09. Fixing Date for Determination of Stockholders of Record. In
order to determine the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in


                                       4
<PAGE>

advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. If no record date is fixed by the Board of Directors, the record
date shall be determined in accordance with the provisions of the General
Corporation Law of the State of Delaware.

      Section 1.10. List of Stockholders. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days before
every meeting of the stockholders, a complete list of the stockholders entitled
to vote at the meeting, arranged in alphabetical order, and showing the address
of each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held (which place shall be specified in the notice of
the meeting) or, if not so specified, at the place where said meeting is to be
held, and the list shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who may be present. Upon the willful neglect or refusal of the directors to
produce such a list at any meeting for the election of directors, they shall be
ineligible for election to any office at such meeting.

      Section 1.11. Stockholder's Right of Inspection. Except as may be
otherwise expressly provided by the laws of the State of Delaware, the Board of
Directors shall have power to keep the stock ledger, books, documents and
accounts of the Corporation outside the State of Delaware. Except as otherwise
expressly provided by the laws of the State of Delaware and by the Certificate
of Incorporation or any amendment thereto, and except as authorized by the
directors or the stockholders (a) no stockholder shall have any right to inspect
any book, document or account of the Corporation and (b) the Board of Directors
may determine whether and to what extent and at what times and places and under
what conditions and regulations the books, documents and accounts of the
Corporation (other than the original or a duplicate stock ledger), or any of
them, shall be open to the inspection of stockholders.


                                       5
<PAGE>

      The stock ledger shall be the only evidence as to who are the stockholders
entitled to examine the stock ledger, the list required by Section 1.10 or the
books of the Corporation, or to vote in person or by proxy at any meeting of the
stockholders.

      Section 1.12. Consent in Lieu of Meeting. As provided in the Certificate
of Incorporation, any corporate action, with respect to which the vote of the
stockholders at a meeting thereof is required or permitted by any provision of
the General Corporation Law of the State of Delaware, the Certificate of
Incorporation of the Corporation, or these By-Laws, may be taken without that
vote and meeting, and that vote and meeting may be dispensed with, if that
corporate action has been consented to in writing by the holders of a majority
(or, if with respect to a particular corporate action the General Corporation
Law of the State of Delaware, the Certificate of Incorporation of the
Corporation or these By-Laws specifies a greater percentage, by the holders of
that percentage) of the stock that would have been entitled to vote upon that
action if a meeting were held. Prompt notice shall be given to all stockholders
of the taking of any corporate action pursuant to the provisions of this
paragraph unless that action has been consented to in writing by the holders of
all of the stock that would have been entitled to vote upon that action if a
meeting were held.

                                   ARTICLE II

                                   Directors

      Section 2.01. Management of Business. The business of the Corporation
shall be managed by its Board of Directors. Directors need not be holders of the
Common Stock of the Corporation.

      The Board of Directors, in addition to the powers and authority expressly
conferred upon it herein, by statute, by the Certificate of Incorporation of the
Corporation or otherwise, is hereby empowered to exercise all such powers as may
be exercised by the Corporation, except as expressly provided otherwise by the
statutes of the State of Delaware, by the Certificate of Incorporation of the
Corporation or by these By-Laws.

      Without prejudice to the generality of the foregoing, the Board of
Directors, by


                                       6
<PAGE>

resolution, or resolutions, may create and issue, whether or not in connection
with the issue and sale of any shares of stock or other securities of the
Corporation, rights or options entitling the holders thereof to purchase from
the Corporation any shares of its capital stock of any class or classes or any
other securities of the Corporation, such rights or options to be evidenced by
or in such instrument or instruments as shall be approved by the Board of
Directors. The terms upon which, including the time or times, which may be
limited or unlimited in duration, at or within which, and the price or prices at
which, any such rights or options may be issued and any such shares or other
securities may be purchased from the Corporation upon exercise of any such right
or option shall be such as shall be fixed and stated in the resolution or
resolutions adopted by the Board of Directors providing for the creation and
issue of such rights or options, and, in every case, set forth or incorporated
by reference in the instrument or instruments evidencing such rights or options.
In the absence of actual fraud in the transaction, the judgment of the directors
as to the consideration for the issuance of such rights or options and the
sufficiency thereof shall be conclusive. In case the shares of stock of the
Corporation to be issued upon the exercise of such rights or options shall be
shares having a par value, the price or prices so to be received therefor shall
not be less than the par value thereof. In case the shares of stock so to be
issued shall be shares of stock without par value, the consideration therefor
shall be determined in the manner provided in Section 153 of the General
Corporation Law of the State of Delaware.

      Section 2.02. Number of Directors. The number of directors which shall
constitute the whole Board shall consist of such number of directors as may be
fixed from time to time by the stockholders or by a majority of the whole Board,
provided, however, that in no case shall the number be less than three.

      Section 2.03. Election and Term. The directors shall be elected at the
annual meeting of the stockholders, and each director shall be elected to hold
office until his successor shall be elected and qualified, or until his earlier
resignation or removal.

      Section 2.04. Resignations and Removal. Any director of the Corporation
may resign


                                       7
<PAGE>

at any time by giving written notice to the Corporation. Such resignation shall
take effect at the time specified therein, if any, or if no time is specified
therein, then upon receipt of such notice by the Corporation; and, unless
otherwise provided therein, the acceptance of such resignation shall not be
necessary to make it effective.

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

      Section 2.05. Vacancies and Newly Created Directorships. Vacancies and
newly created directorships resulting from any increase in the authorized number
of directors may be filled by a majority of the directors then in office, though
less than a quorum, or by a sole remaining director, and the directors so chosen
shall hold office until their successors shall be elected and qualified, or
until their earlier resignation or removal. When one or more directors shall
resign from the Board or be removed, effective at a future date, a majority of
the directors then in office, including those who have so resigned, shall have
power to fill such vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective, and each director so
chosen shall hold office as herein provided in the filling of other vacancies.

      Section 2.06. Quorum of Directors. At all meetings of the Board of
Directors, one-third of the entire Board, but not less than two directors, shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors, except as provided in Sections 2.05 and 2.12 hereof.

      A majority of the directors present, whether or not a quorum is present,
may adjourn any meeting of the directors to another time and place. Notice of
any adjournment need not be given if such time and place are announced at the
meeting.

      Section 2.07. Annual Meeting. The newly elected Board of Directors shall
meet immediately following the adjournment of the annual meeting of stockholders
in each year at


                                       8
<PAGE>

the same place, within or without the State of Delaware, and no notice of such
meeting shall be necessary.

      Section 2.08. Regular Meetings. Regular meetings of the Board of Directors
may be held at such time and place, within or without the State of Delaware, as
shall from time to time be fixed by the Board and no notice thereof shall be
necessary.

      Section 2.09. Special Meetings. Special meetings may be called at any time
by the Chairman of the Board, any Vice Chairman of the Board, the President or
by resolution of the Board of Directors. Special meetings shall be held at such
place, within or without the State of Delaware, as shall be fixed by the person
or persons calling the meeting and stated in the notice or waiver of notice of
the meeting.

      Special meetings of the Board of Directors shall be held upon notice to
the directors or waiver thereof.

      Unless waived, notice of each special meeting of the directors, stating
the time and place of the meeting, shall be given to each director by delivered
letter, by telegram or by personal communication either over the telephone or
otherwise, in each such case not later than 24 hours prior to the meeting, or by
mailed letter deposited in the United States mail with postage thereon prepaid
not later than the seventh day prior to the meeting. Notices of special meetings
of the Board of Directors and waivers thereof need not state the purpose or
purposes of the meeting.

      Section 2.10. Action Without a Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board or committee, as the
case may be, consent thereto in a writing or writings and the writing or
writings are filed with the minutes of proceedings of the Board or committee.

      Section 2.11. Compensation. Directors shall receive such fixed sums and
expenses of attendance for attendance at each meeting of the Board or of any
committee and/or such salary as may be determined from time to time by the Board
of Directors; provided that nothing


                                       9
<PAGE>

herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.

      Section 2.12. Executive Committee. The Board of Directors may, by
resolution or resolutions, passed by a majority of the whole Board, designate an
Executive Committee (and may discontinue the same at any time) to consist of two
or more of the directors of the Corporation. The members shall be appointed by
the Board and shall hold office during the pleasure of the Board. The Board may
designate one or more directors as alternate members of the Committee, who may
replace an absent or disqualified member at any meeting of the Committee. The
Executive Committee shall have and may exercise all the powers of the Board of
Directors (when the Board is not in session) 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), except that the Executive
Committee shall have no power (a) to elect directors; (b) to alter, amend or
repeal these By-Laws or any resolution or resolutions of the directors
designating an Executive Committee; (c) to declare any dividend or make any
other distribution to the stockholders of the Corporation except that such
Committee may declare dividends on any series of the Corporation's preferred
stock; or (d) to appoint any member of the Executive Committee. Regular meetings
of the Executive Committee may be held at such time and place within or without
the State of Delaware, as shall from time to time be fixed by the Executive
Committee and no notice thereof shall be necessary. Special meetings may be
called at any time by the Chairman of the Board, any Vice Chairman of the Board,
the President or the Chairman of the Executive Committee. Special meetings shall
be held at such place, within or without the State of Delaware, as shall be
fixed by the person calling the meeting and stated in the notice or waiver of
the meeting. A majority of the members of the Executive Committee shall
constitute a quorum for the transaction of the business and the act of a
majority present at which there is a quorum shall be the act of the Executive
Committee. Notice of each special meeting of the Executive Committee shall be
given (or waiver) in the same manner as notice of a directors' meeting.


                                       10
<PAGE>

      Section 2.13. Other Committees. The Board of Directors may by resolution
passed by a majority of the whole Board, designate one or more other committees,
each committee to consist of two or more of the directors of the Corporation,
which, to the extent provided in the resolution, 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 determined from time to time by resolution adopted by
the Board of Directors. The committees shall keep regular minutes of their
proceedings and report the same to the Board of Directors when required.

      Section 2.14. Advisory Directors. The Board of Directors may, by
resolution or resolutions, passed by a majority of the whole Board, appoint one
or more persons to the position of Advisory Director to serve in such position
at the pleasure of the Board of Directors. The Advisory Directors shall inform
and counsel the Board of Directors on such matters as the Board may deem
appropriate and shall have such other responsibilities and shall perform such
other duties as the Board shall assign to them, but they shall have no authority
to exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation. Each Advisory Director shall have the
privilege of attending meetings of the Board but shall do so solely as an
observer. Notice of such meetings to an Advisory Director shall not be required.
Each Advisory Director shall be entitled to receive such compensation, and such
reimbursement for expenses of attendance at each meeting of the Board, as may be
fixed or determined from time to time by the Chief Executive Officer of the
Corporation. No Advisory Director shall be entitled to vote on any business
coming before the Board of Directors nor shall an Advisory Director be counted
as a member of the Board for the purpose of determining the number of directors
necessary to constitute a quorum, for the purpose of determining whether a
quorum is present or for any other purpose whatsoever. Each Advisory Director
shall be indemnified to the same extent as are directors, officers, employees
and agents of the Corporation under Article Eighth of the Corporation's Restated
Certificate of


                                       11
<PAGE>

Incorporation.

      Section 2.15. Absence or Disqualification of Committee Members.
Notwithstanding any other provision of these By-Laws, in the absence or
disqualification of a member of a committee, the member or members present at
any meeting and not disqualified from voting, whether or not the member or
members present constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in place of any such absent or
disqualified member.

                                  ARTICLE III

                                    Officers

      Section 3.01. Number. The officers of the Corporation shall be chosen by
the Board of Directors. The officers shall be a Chairman of the Board of
Directors, a President, a Chairman of the Executive Committee, a Secretary, a
Treasurer, and such number of Vice Chairmen of the Board, Managing Directors,
Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant
Vice Presidents, Assistant Secretaries and Assistant Treasurers and other
officers as the Board may from time to time determine. Any person may hold two
or more offices at the same time, other than the offices of President and
Secretary. The Chairman of the Board, each Vice Chairman of the Board, the
President and the Chairman of the Executive Committee shall be chosen from among
the Board of Directors, but other officers need not be members of such Board.

      Section 3.02. Terms of Office. The Chairman of the Board, the President,
the Secretary and the Treasurer shall hold their offices until their successors
are chosen and qualified, subject to the provisions of Section 3.04 hereof. All
other officers shall hold office at the pleasure of the Board of Directors.

      Section 3.03. Removal. Any officers, including, upon the choosing of a
successor, the Chairman of the Board, the President, the Secretary and the
Treasurer, may be removed from office at any time by the Board of Directors with
or without cause.

      Section 3.04. Authority. The Secretary shall record all the proceedings of
the


                                       12
<PAGE>

meetings of the stockholders and directors in a book to be kept for that
purpose, and shall have the authority, perform the duties and exercise the
powers in the management of the Corporation usually incident to the office held
by him, and/or such other authority, duties and powers as may be assigned to him
from time to time by the Board of Directors or the President. The other officers
and agents, if any, shall have the authority, perform the duties and exercise
the powers in the management of the Corporation usually incident to the offices
held by them, respectively, and/or such other authority, duties and powers as
may be assigned to them from time to time by the Board of Directors or (except
in the case of the President) by the President.

      Section 3.05. Voting Securities Owned by the Corporation. Powers of
attorney, proxies, waivers of notice of meetings and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chairman of the Board, any Vice Chairman of the
Board, the President, the Chairman of the Executive Committee, any Managing
Director, any Executive Vice President, any Senior Vice President, any Vice
President, and the Secretary and the Treasurer, and any such officer may in the
name of and on behalf of the Corporation, take all such actions as any such
officer may deem advisable to vote in person or by proxy at any meeting of
security holders of any corporation in which this Corporation may own securities
and at any such meeting shall possess and may exercise any and all rights and
powers incident to the ownership of such securities and which, as the owner
thereof, the Corporation might have exercised and possessed if present. The
Board of Directors may, by resolution, from time to time confer like powers upon
any other person or persons.

                                   ARTICLE IV

                                 Capital Stock

      Section 4.01. Stock Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by, or in the name of the
Corporation by, the Chairman of the Board, or a Vice Chairman of the Board, or
the President, or a Managing Director, or an


                                       13
<PAGE>

Executive Vice President, or a Senior Vice President, or a Vice President, and
by the Treasurer or an Assistant Treasurer, or by the Secretary or an Assistant
Secretary of the Corporation, certifying the number of shares owned by him in
the Corporation. Where such certificate is signed (1) by a transfer agent other
than the Corporation or its employee, or (2) by a registrar other than the
Corporation or its employee, then the signature of the officers of the
Corporation may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of
issue.

      Section 4.02. Transfers. Stock of the Corporation shall be transferable in
the manner prescribed by the laws of the State of Delaware and in these By-Laws.
Transfers of stock shall be made on the books of the Corporation only by the
person named on the certificate or by attorney lawfully constituted in writing
and upon the surrender of the certificate therefor, which shall be canceled
before the new certificate shall be issued.

      Section 4.03. Registered Holders. The Corporation shall be entitled to
treat the person in whose name any share of stock or any warrant, right or
option 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,
warrant, right or option on the part of any other person, whether or not the
Corporation shall have notice thereof, save as may be expressly provided
otherwise by the laws of the State of Delaware. No transfer of stock shall be
valid as against the Corporation, its stockholders and creditors for any purpose
until it shall have been entered in the Stock Book, as required by these
By-Laws, by an entry showing from and to whom transferred, save as expressly
provided otherwise by the laws of the State of Delaware.

      Section 4.04. New Certificates. The Corporation shall issue a new
certificate of stock in the place of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed, if the owner (1) so requests
before the Corporation has notice that the shares of stock represented by that
certificate have been acquired by a bona fide purchaser; (2) files with


                                       14
<PAGE>

the Corporation a bond sufficient (in the judgment of the directors or the
transfer agent) to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss or theft of that certificate or the
issuance of a new certificate; and (3) satisfies any other requirements imposed
by the directors that are reasonable under the circumstances. A new certificate
may be issued without requiring any bond, when, in the judgment of the
directors, it is proper to do so.

      Section 4.05. Closing Transfer Books - Record Date. The Board of Directors
may close the stock transfer books of the Corporation for a period not exceeding
50 days preceding the date of any meeting of stockholders or the date for
payment of any dividend or the date for the allotment of rights or the date when
any change or conversion or exchange of capital stock shall go into effect or
for a period of not exceeding 50 days in connection with obtaining the consent
of stockholders for any purpose. In lieu of closing the stock transfer books as
aforesaid, the directors are hereby authorized to fix in advance a date, not
exceeding 50 days preceding the date of any meeting of stockholders, or the date
for the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining such consent, as a record date
for the determination of the stockholders entitled to notice of, and to vote at,
any such meeting and any adjournment thereof, or entitled to receive payment of
any such dividend, or to any such allotment of rights, or to exercise the rights
in respect of any such change, conversion or exchange of capital stock, or to
give consent, and in such case such stockholders and only such stockholders as
shall be stockholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting and adjournment thereof, or to receive
payment of such dividend, or to receive such allotment of rights, or to exercise
such rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after such record date
fixed as aforesaid.


                                       15
<PAGE>

                                   ARTICLE V

                                 Miscellaneous

      Section 5.01. Offices. The registered office of the Corporation in the
State of Delaware shall be at 100 West 10th Street, Wilmington, Delaware 19801.
The Corporation may also have offices at other places within and/or without the
State of Delaware.

      Section 5.02. Seal. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its incorporation and the words "Corporate
Seal Delaware".

      Section 5.03. Checks. All checks or demands for money shall be signed by
such person or persons as the Board of Directors may from time to time
determine.

      Section 5.04. Fiscal Year. The fiscal year shall begin the first day of
January in each year and shall end on the thirty-first day of December of such
year.

      Section 5.05. Waivers of Notice; Dispensing with Notice. Whenever any
notice whatever is required to be given under the provisions of the General
Corporation Law of the State of Delaware, of the Certificate of Incorporation of
the Corporation, or of these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice.

      Attendance of a person at a meeting of stockholders shall constitute a
waiver of notice of such meeting, except when the stockholder attends a meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

      Whenever any notice whatever is required to be given under the provisions
of the General Corporation Law of the State of Delaware, of the Certificate of
Incorporation of the Corporation, or of these By-Laws, to any person with whom
communication is made unlawful by any law of the United States of America, or by
any rule, regulation, proclamation or executive order issued under any such law,
then the giving of such notice to such person shall


                                       16
<PAGE>

not be required and there shall be no duty to apply to any governmental
authority or agency for a license or permit to give such notice to such person;
and any action or meeting which shall be taken or held without notice to any
such person or without giving or without applying for a license or permit to
give any such notice to any such person with whom communication is made unlawful
as aforesaid, shall have the same force and effect as if such notice had been
given as provided under the provisions of the General Corporation Law of the
State of Delaware, or under the provisions of the Certificate of Incorporation
of the Corporation or of these By-Laws. In the event that the action taken by
the Corporation is such as to require the filing of a certificate under any of
the other sections of this title, the certificate shall state, if such is the
fact and if notice is required, that notice was given to all persons entitled to
receive notice except such persons with whom communication is unlawful.

      Section 5.06. Loans to and Guarantees of Obligations of Employees and
Officers. The Corporation may lend money to or guaranty any obligation of, or
otherwise assist any officer or other employee of the Corporation or of a
subsidiary, including any officer or employee who is a director of the
Corporation or a subsidiary, whenever, in the judgment of the Board of
Directors, such loan, guaranty or assistance may reasonably be expected to
benefit the Corporation. The loan, guaranty or other assistance may be with or
without interest, and may be unsecured in such manner as the Board of Directors
shall approve, including, without limitation, a pledge of shares of stock of the
Corporation. Nothing in this section contained shall be deemed to deny, limit or
restrict the powers of guaranty or warranty of the Corporation at common law or
under any other statute.

      Section 5.07. Amendment of By-Laws. These By-Laws may be altered, amended
or repealed by a majority of the Directors present at any meeting of the Board
of Directors.

      Section 5.08. Section Headings and Statutory References. The headings of
the Articles and Sections of these By-Laws have been inserted for convenience of
reference only and shall not be deemed to be a part of these By-Laws.


                                       17
<PAGE>

                                                                       EXHIBIT C

                              OPERATING COMMITTEE

RESOLVED, that the Board of Directors hereby amends and restates the designation
and powers of the Operating Committee. The Operating Committee shall have and
may exercise all the powers and authority of the Board of Directors in the
management and affairs of the Corporation (and may authorize the seal of the
Corporation to be affixed to all papers which may require it). including the
power to declare dividends on preferred stock of the Corporation: but the
Operating Committee shall have no power or authority in reference to the
following:

      (a)   amending the Certificate of Incorporation of the Corporation;

      (b)   adopting an agreement of merger or consolidation;

      (c)   adopting any purchase or sale agreement where the total
            consideration exceeds $200 million;

      (d)   recommending to stockholders the sale, lease or exchange of all or
            substantially all of the Corporation's property and assets;

      (e)   recommending to stockholders a dissolution of the Corporation or a
            revocation of a dissolution;

      (f)   amending the By-Laws of the Corporation;

      (g)   electing Directors;

      (h)   altering, amending or repealing this resolution;

      (i)   appointing any member of the Operating Committee, except as
            otherwise permitted by the By-Laws of the Corporation;

      (j)   declaring dividends on the Corporation's Common Stock;

      (k)   incurring long-term indebtedness in an amount exceeding $250 million
            in any one transaction or series of related transactions.

RESOLVED, that the Board of Directors hereby ratifies all actions heretofore
taken by the Operating Committee.

<PAGE>

                                                                       EXHIBIT D

WHEREAS, this Committee has determined that it is in the best interest of
Donaldson, Lufkin & Jenrette, Inc. (the "Corporation" or "DLJ") to amend, and
extend the term of, the credit facility, (the "Facility") currently in place
pursuant to that certain First Amended and Restated Credit Agreement dated as of
May 29, 1998 among the Corporation, Donaldson, Lufkin & Jenrette Securities
Corporation ("DLJSC"), the lenders party thereto (the "Banks"), Chase
Securities, Inc. as Arranger, The Chase Manhattan Bank (National Association)
("Chase") and DLJSC (to become Bank of America National Trust & Savings
Association ("BofA") pursuant to the Second Amended and Restated Credit
Agreement dated as of May 28, 1999), as Syndication Agents, The First National
Bank of Chicago ("FNBC"), as Documentation Agent, DLJSC Collateral Agent and
Payment Agent, and The Bank of New York ("BNY"), as Administrative Agent and
Payment Agent (Chase, FNBC, BNY and DLJSC (to become BofA pursuant to the Second
Amended and Restated Credit Agreement dated as of May 28, 1999) in its capacity
as Syndication Agent collectively, the "Agents").

NOW, THEREFORE, BE IT RESOLVED, that the Corporation is hereby authorized to
decrease the Facility to $2,500,000,000 and to borrow up to 75% of the maximum
amount of the Facility from a syndicate of institutional lenders with the Agents
on an unsecured basis, at such rate or rates of interest and upon such other
terms and conditions as may be approved by the President, the Executive Vice
President, any Senior Vice President or the Treasurer of the Corporation, and
such officers are, and each of them hereby is, authorized and empowered to
execute and deliver in the name and on behalf of the Corporation an appropriate
agreement or agreements, note or notes evidencing such indebtedness, amendments,
extensions (including but not limited to extending the Facility for one year),
renewals, refinancings, or replacements of the Facility as such officers may
deem necessary or advisable, such approval and the appropriateness of such
agreement or agreements to be conclusively presumed by the execution thereof by
such officer; and

RESOLVED, that the actions of such officers identified above, and any other
officers of the Corporation designated by such officer as have been taken to
negotiate and execute such agreements and notes prior to the date of this
resolution, including without limitation the negotiation and execution of a
Second Amended and Restated Credit Agreement dated as of May 28, 1999, is hereby
consented to, ratified, and confirmed as if taken pursuant to this resolution;
and

RESOLVED, that such officers referred to in the prior resolution of the
Corporation be, and each of them hereby is, authorized and directed in the name
and on behalf of the Corporation, to execute and deliver any and all such other
documents, papers, or instruments and to do or cause to be done any and all

<PAGE>

such acts and things as such officer may deem necessary or advisable in order to
carry out the purposes and intent of the foregoing resolution; and

RESOLVED, that the Secretary and any Senior Vice President of the Corporation
are hereby authorized to certify to any lender or other appropriate party any
form of resolution such person may require relating to the foregoing matters and
within the scope of authority granted the foregoing resolutions, and the
Secretary is hereby directed to insert a copy of any such resolution so
certified with this consent, upon which such resolution shall be deemed to have
been adopted by this Committee in the form so certified.

<PAGE>

                                        Exhibit E
                                        to the Certificate of Secretary of
                                        Donaldson, Lufkin & Jenrette, Inc.


                     DONALDSON, LUFKIN & JENRETTE, INC.

Charles J. Hendrickson                       /s/ Charles J. Hendrickson
                                             --------------------------------

William L. Spiro                             /s/ William L. Spiro
                                             --------------------------------

William M. Tomai                             /s/ William M. Tomai
                                             --------------------------------

Karen Vernamonti                             /s/ Karen Vernamonti
                                             --------------------------------