<PAGE>   1

                                                                    EXHIBIT 3(i)

                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                             SONICBLUE INCORPORATED

     SONICblue Incorporated, a corporation organized and existing under the laws
of the State of Delaware, hereby certifies as follows:

     1.   The corporation was originally incorporated under the name S3, Inc.
The date of filing its original Certificate of Incorporation with the Secretary
of State was January 9, 1989.

     2.   This Restated Certificate of Incorporation of the corporation was duly
adopted by the Board of Directors of the corporation in accordance with the
provisions of Section 245 of the General Corporation Law of the State of
Delaware. This Restated Certificate of Incorporation of the corporation only
restates and integrates and does not further amend the provisions of the
corporation's Restated Certificate of Incorporation as heretofore amended or
supplemented, and there is no discrepancy between those provisions and the
provisions of this Restated Certificate of Incorporation.

     3.   The text of the Restated Certificate of Incorporation as heretofore
amended or supplemented is hereby restated to read in its entirety as attached
hereto as Exhibit A.

     4.   This Restated Certificate of Incorporation shall be effective at 8:05
a.m. on November 15, 2000.

     IN WITNESS WHEREOF, SONICblue Incorporated has caused this certificate to
be signed on this 9th day of November, 2000.


                                        SONICBLUE INCORPORATED


                                         By: /s/ William F. McFarland
                                            ------------------------------------
                                            Name:  William F. McFarland
                                            Title: Secretary
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                                                                       EXHIBIT A


                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             SONICBLUE INCORPORATED


                                   ARTICLE I

     The name of the corporation is SONICblue Incorporated.

                                   ARTICLE II

     The name and address in the State of Delaware of this Corporation's
registered agent and registered office for service of process is: The
Corporation Trust Company, 1209 Orange Street in the City of Wilmington, County
of New Castle.

                                  ARTICLE III

     The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.

                                   ARTICLE IV

     A.   Number and Classes of Stock. This Corporation is authorized to issue
two classes of stock, designated "Preferred Stock" and "Common Stock,"
respectively. The total number of shares which this Corporation shall have
authority to issue is one hundred eighty million (180,000,000). The number of
shares of Common Stock authorized to be issued is one hundred seventy-five
million (175,000,000) with a par value of $0.0001. The number of shares of
Preferred Stock authorized to be issued is five million (5,000,000) with a par
value of $0.0001. The number of authorized shares of Common Stock or Preferred
Stock may be increased or decreased (but not below the number of shares thereof
then outstanding) by the affirmative vote of the holders of a majority of the
then outstanding shares of Common Stock, without a vote of the holders of the
Preferred Stock, or of any series thereof, unless a vote of any such Preferred
Stock holders is required pursuant to the provisions established by the Board of
Directors of this Corporation (the "Board of Directors") in the resolution or
resolutions providing for the issue of such Preferred Stock, and if such holders
of such Preferred Stock are so entitled to vote thereon, then, except as may
otherwise be set forth in this Restated Certificate of Incorporation, the only
stockholder approval required shall be the affirmative vote of a majority of the
combined voting power of the Common Stock and the Preferred Stock so entitled to
vote.


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<PAGE>   3

     B.   Preferred Stock. The Preferred Stock may be issued from time to time
in one or more series. The Board of Directors is expressly authorized to provide
for the issue, in one or more series, of all or any of the remaining shares of
Preferred Stock and, in the resolution or resolutions providing for such issue,
to establish for each such series the number of its shares, the voting powers,
full or limited, of the shares of such series, or that such shares shall have no
voting powers, and the designations, preferences and relative, participating,
optional or other special rights of the shares of such series, and the
qualifications, limitations or restrictions thereof. The Board of Directors is
also expressly authorized (unless forbidden in the resolution or resolutions
providing for such issue) to increase or decrease (but not below the number of
shares of the series then outstanding) the number of shares of any series
subsequent to the issuance of shares of that series. In case the number of
shares of any such series shall be so decreased, the shares constituting such
decrease shall resume the status that they had prior to the adoption of the
resolution originally fixing the number of shares of such series.

     C.   Common Stock.

          1.   Relative Rights of Preferred Stock and Common Stock. All
     preferences, voting powers, relative, participating, optional or other
     special rights and privileges, and qualifications, limitations or
     restrictions of the Common Stock are expressly made subject and subordinate
     to those that may be fixed with respect to any shares of the Preferred
     Stock.

          2.   Voting Rights. Except as otherwise required by law or this
     Restated Certificate of Incorporation, each holder of Common Stock shall
     have one vote in respect of each share of stock held by such holder of
     record on the books of the corporation for the election of directors and on
     all matters submitted to a vote of stockholders of the corporation.

          3.   Dividends. Subject to the preferential rights of the Preferred
     Stock, the holders of shares of Common Stock shall be entitled to receive,
     when and if declared by the Board of Directors, out of the assets of this
     Corporation which are by law available therefor, dividends payable either
     in cash, in property or in shares of capital stock.

          4.   Dissolution, Liquidation or Winding Up. In the event of any
     dissolution, liquidation or winding up of the affairs of this Corporation,
     after distribution in full of the preferential amounts, if any, to be
     distributed to the holders of shares of the Preferred Stock, holders of
     Common Stock shall be entitled, unless otherwise provided by law or this
     Restated Certificate of Incorporation, to receive all of the remaining
     assets of the corporation of whatever kind available for distribution to
     stockholders ratably in proportion to the number of shares of Common Stock
     held by them respectively.

     D.   Series A Participating Preferred Stock. The designation and amount
thereof and the powers, preferences and relative, participating, optional and
other special


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rights, and the qualifications, limitations and restrictions of the Series A
Participating Preferred Stock are as follows:

          1.   Designation and Amount. The shares of such series shall be
     designated as "Series A Participating Preferred Stock," par value $0.0001
     per share, and the number of shares constituting such series shall be
     500,000. Such number of shares may be increased or decreased by resolution
     of the Board of Directors; provided, that no decrease shall reduce the
     number of shares of Series A Participating Preferred Stock to a number less
     than that of the shares then outstanding plus the number of shares issuable
     upon exercise of outstanding rights, options or warrants or upon conversion
     of outstanding securities issued by the Corporation.

          2.   Dividends and Distributions.

               (A)  Subject to the prior and superior rights of the holders of
     any shares of any series of Preferred Stock ranking prior and superior to
     the shares of Series A Participating Preferred Stock with respect to
     dividends, the holders of shares of Series A Participating Preferred Stock
     in preference to the holders of shares of Common Stock of the Corporation
     and any other junior stock, shall be entitled to receive, when, as and if
     declared by the Board of Directors out of funds legally available for the
     purpose, quarterly dividends payable in cash on the first day of March,
     June, September and December in each year (each such date being referred to
     herein as a "Quarterly Dividend Payment Date"), commencing on the first
     Quarterly Dividend Payment Date after the first issuance of a share or
     fraction of a share of Series A Participating Preferred Stock in an amount
     per share (rounded to the nearest cent) equal to the greater of (a) $25.00,
     or (b) subject to the provision for adjustment hereinafter set forth, 1,000
     times the aggregate per share amount of all cash dividends, and 1,000 times
     the aggregate per share amount (payable in kind) of all non-cash dividends
     or other distributions other than a dividend payable in shares of Common
     Stock or a subdivision of the outstanding shares of Common Stock (by
     reclassification or otherwise), declared on the Common Stock, since the
     immediately preceding Quarterly Dividend Payment Date, or, with respect to
     the first Quarterly Dividend Payment Date, since the first issuance of any
     share or fraction of a share of Series A Participating Preferred Stock. In
     the event the Corporation shall at any time after the close of business on
     June 1, 1997 (the "Rights Declaration Date") (i) declare any dividend on
     Common Stock payable in shares of Common Stock, (ii) subdivide the
     outstanding Common Stock, or (iii) combine the outstanding Common Stock
     into a smaller number of shares, by reclassification or otherwise, then in
     each such case the amount to which holders of shares of Series A
     Participating Preferred Stock were entitled immediately prior to such event
     under clause (b) of the preceding sentence shall be adjusted by multiplying
     such amount by a fraction the numerator of which is the number of shares of
     Common Stock outstanding immediately after such event and the denominator
     of which is the number of shares of Common Stock that were outstanding
     immediately prior to such event.


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<PAGE>   5

               (B)  The Corporation shall declare a dividend or distribution on
     the Series A Participating Preferred Stock as provided in paragraph (A)
     above immediately after it declares a dividend or distribution on the
     Common Stock (other than a dividend payable in shares of Common Stock);
     provided that, in the event no dividend or distribution shall have been
     declared on the Common Stock during the period between any Quarterly
     Dividend Payment Date and the next subsequent Quarterly Dividend Payment
     Date, a dividend of $25.00 per share on the Series A Participating
     Preferred Stock shall nevertheless be payable on such subsequent Quarterly
     Dividend Payment Date.

               (C)  Dividends shall begin to accrue and be cumulative on
     outstanding shares of Series A Participating Preferred Stock from the
     Quarterly Dividend Payment Date next preceding the date of issue of such
     shares of Series A Participating Preferred Stock unless the date of issue
     of such shares is prior to the record date for the first Quarterly Dividend
     Payment Date, in which case dividends on such shares shall begin to accrue
     from the date of issue of such shares, or unless the date of issue is a
     Quarterly Dividend Payment Date or is a date after the record date for the
     determination of holders of shares of Series A Participating Preferred
     Stock entitled to receive a quarterly dividend and before such Quarterly
     Dividend Payment Date in either of which events such dividends shall begin
     to accrue and be cumulative from such Quarterly Dividend Payment Date.
     Accrued but unpaid dividends shall not bear interest. Dividends paid on the
     shares of Series A Participating Preferred Stock in an amount less than the
     total amount of such dividends at the time accrued and payable on such
     shares shall be allocated pro rata on a share-by-share basis among all such
     shares at the time outstanding. The Board of Directors may fix a record
     date for the determination of holders of shares of Series A Participating
     Preferred Stock entitled to receive payment of a dividend or distribution
     declared thereon, which record date shall be no more than 30 days prior to
     the date fixed for the payment thereof.

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

               (A)  Subject to the provision for adjustment hereinafter set
     forth, each share of Series A Participating Preferred Stock shall entitle
     the holder thereof to 1,000 votes on all matters submitted to a vote of the
     stockholders of the Corporation. In the event the Corporation shall at any
     time after the Rights Declaration Date (i) declare any dividend on Common
     Stock payable in shares of Common Stock, (ii) subdivide the outstanding
     Common Stock into a greater number of shares, or (iii) combine the
     outstanding Common Stock into a smaller number of shares, by
     reclassification or otherwise, then in each such case the number of votes
     per share to which holders of shares of Series A Participating Preferred
     Stock were entitled immediately prior to such event shall be adjusted by
     multiplying such number by a fraction the numerator of which is the number
     of shares of Common Stock outstanding immediately after such event and the


                                      -4-

<PAGE>   6

     denominator of which is the number of shares of Common Stock outstanding
     immediately prior to such event.

               (B)  Except as otherwise provided herein or by law, the holders
     of shares of Series A Participating Preferred Stock and the holders of
     shares of Common Stock and any other capital stock of the Corporation
     having general voting rights shall vote together as one class on all
     matters submitted to a vote of stockholders of the Corporation.

               (C)  (1)  If at any time dividends on any Series A Participating
     Preferred Stock shall be in arrears in an amount equal to six quarterly
     dividends thereon, the holders of the Series A Participating Preferred
     Stock, voting as a separate series from all other series of Preferred Stock
     and classes of capital stock, shall be entitled to elect two members of the
     Board of Directors in addition to any Directors elected by any other
     series, class or classes of securities and the authorized number of
     Directors will automatically be increased by two. Promptly thereafter, the
     Board of Directors of this Corporation shall, as soon as may be
     practicable, call a special meeting of holders of Series A Participating
     Preferred Stock for the purpose of electing such members of the Board of
     Directors. Said special meeting shall in any event be held within 45 days
     of the occurrence of such arrearage.

                    (2)  During any period when the holders of Series A
     Participating Preferred Stock, voting as a separate series, shall be
     entitled and shall have exercised their right to elect two Directors, then
     and during such time as such right continues (a) the then authorized number
     of Directors shall be increased by two, and the holders of Series A
     Participating Preferred Stock, voting as a separate series, shall be
     entitled to elect the additional Directors so provided for, and (b) each
     such additional Director shall not be a member of any existing class of the
     Board of Directors, but shall serve until the next annual meeting of
     stockholders for the election of Directors, or until his or her successor
     shall be elected and shall qualify, or until his or her right to hold such
     office terminates pursuant to the provisions of this Section 3(C).

                    (3)  A Director elected pursuant to the terms hereof may be
     removed with or without cause by the holders of Series A Participating
     Preferred Stock entitled to vote in an election of such Director.

                    (4)  If, during any interval between annual meetings of
     stockholders for the election of Directors and while the holders of Series
     A Participating Preferred Stock shall be entitled to elect two Directors,
     there are fewer than two such Directors in office by reason of resignation,
     death or removal, then, promptly thereafter, the Board of Directors shall
     call a special meeting of the holders of Series A Participating Preferred
     Stock for the purpose of filling such vacancy(ies) and such vacancy(ies)
     shall be filled at such special meeting. Such special meeting shall in any
     event be held within 45 days of the occurrence of any such vacancy(ies).


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<PAGE>   7

                    (5)  At such time as the arrearage is fully cured, and all
     dividends accumulated and unpaid on any shares of Series A Participating
     Preferred Stock outstanding are paid, and, in addition thereto, at least
     one regular dividend has been paid subsequent to curing such arrearage, the
     term of office of any Director elected pursuant to this Section 3(C), or
     his or her successor, shall automatically terminate, and the authorized
     number of Directors shall automatically decrease by two, and the rights of
     the holders of the shares of the Series A Participating Preferred Stock to
     vote as provided in this Section 3(C) shall cease, subject to renewal from
     time to time upon the same terms and conditions.

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

          4.   Certain Restrictions.

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

                    (1)  declare or pay dividends on, make any other
     distributions on, or redeem or purchase or otherwise acquire for
     consideration any shares of stock ranking junior (either as to dividends or
     upon liquidation, dissolution or winding up) to the Series A Participating
     Preferred Stock;

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

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

                    (4)  purchase or otherwise acquire for consideration any
     shares of Series A Participating Preferred Stock or any shares of stock
     ranking on a parity with the Series A Participating Preferred Stock except
     in accordance with a


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<PAGE>   8

     purchase offer made in writing or by publication (as determined by the
     Board of Directors) to all holders of such shares upon such terms as the
     Board of Directors, after consideration of the respective annual dividend
     rates and other relative rights and preferences of the respective series
     and classes, shall determine in good faith will result in fair and
     equitable treatment among the respective series or classes.

               (B)  The Corporation shall not permit any subsidiary of the
     Corporation to purchase or otherwise acquire for consideration any shares
     of stock of the Corporation unless the Corporation could, under paragraph
     (A) of this Section 4, purchase or otherwise acquire such shares at such
     time and in such manner.

          5.   Reacquired Shares. Any shares of Series A Participating Preferred
     Stock purchased or otherwise acquired by the Corporation in any manner
     whatsoever shall be retired and canceled promptly after the acquisition
     thereof. All such shares shall upon their cancellation become authorized
     but unissued shares of Preferred Stock and may be reissued as part of a new
     series of Preferred Stock to be created by resolution or resolutions of the
     Board of Directors, subject to the conditions and restrictions on issuance
     set forth herein.

          6.   Liquidation, Dissolution or Winding Up.

               (A)  Upon any liquidation (voluntary or otherwise), dissolution
     or winding up of the Corporation, no distribution shall be made to the
     holders of shares of stock ranking junior (either as to dividends or upon
     liquidation, dissolution or winding up) to the Series A Participating
     Preferred Stock unless, prior thereto, the holders of shares of Series A
     Participating Preferred Stock shall have received per share, the greater of
     $1,000.00 or 1,000 times the payment made per share of Common Stock, plus
     an amount equal to accrued and unpaid dividends and distributions thereon,
     whether or not declared, to the date of such payment (the "Series A
     Liquidation Preference"). Following the payment of the full amount of the
     Series A Liquidation Preference, no additional distributions shall be made
     to the holders of shares of Series A Participating Preferred Stock unless,
     prior thereto, the holders of shares of Common Stock shall have received an
     amount per share (the "Common Adjustment") equal to the quotient obtained
     by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as
     appropriately adjusted as set forth in subparagraph (C) below to reflect
     such events as stock splits, stock dividends and recapitalization with
     respect to the Common Stock) (such number in clause (ii), the "Adjustment
     Number"). Following the payment of the full amount of the Series A
     Liquidation Preference and the Common Adjustment in respect of all
     outstanding shares of Series A Participating Preferred Stock and Common
     Stock, respectively, holders of Series A Participating Preferred Stock and
     holders of shares of Common Stock shall receive their ratable and
     proportionate share of the remaining assets to be distributed in the ratio
     of the Adjustment Number to 1 with respect to such Preferred Stock and
     Common Stock, on a per share basis, respectively.


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<PAGE>   9

               (B)  In the event there are not sufficient assets available to
     permit payment in full of the Series A Liquidation Preference and the
     liquidation preferences of all other series of Preferred Stock, if any,
     which rank on a parity with the Series A Participating Preferred Stock then
     such remaining assets shall be distributed ratably to the holders of such
     parity shares in proportion to their respective liquidation preferences. In
     the event there are not sufficient assets available to permit payment in
     full of the Common Adjustment, then such remaining assets shall be
     distributed ratably to the holders of Common Stock.

               (C)  In the event the Corporation shall at any time after the
     Rights Declaration Date (i) declare any dividend on Common Stock payable in
     shares of Common Stock, (ii) subdivide the outstanding Common Stock, or
     (iii) combine the outstanding Common Stock into a smaller number of shares,
     by reclassification or otherwise, then in each such case the Adjustment
     Number in effect immediately prior to such event shall be adjusted by
     multiplying such Adjustment Number by a fraction the numerator of which is
     the number of shares of Common Stock outstanding immediately after such
     event and the denominator of which is the number of shares of Common Stock
     that were outstanding immediately prior to such event.

          7.   Consolidation, Merger, etc. In case the Corporation shall enter
     into any consolidation, merger, combination or other transaction in which
     the shares of Common Stock are exchanged for or changed into other stock or
     securities, cash and/or any other property, then in any such case the
     shares of Series A Participating Preferred Stock shall at the same time be
     similarly exchanged or changed in an amount per share (subject to the
     provision for adjustment hereinafter set forth) equal to 1,000 times the
     aggregate amount of stock, securities, cash and/or any other property
     (payable in kind), as the case may be, into which or for which each share
     of Common Stock is changed or exchanged. In the event the Corporation shall
     at any time after the Rights Declaration Date (i) declare any dividend on
     Common Stock payable in shares of Common Stock, (ii) subdivide the
     outstanding Common Stock, or (iii) combine the outstanding Common Stock
     into a smaller number of shares, then in each such case the amount set
     forth in the preceding sentence with respect to the exchange or change of
     shares of Series A Participating Preferred Stock shall be adjusted by
     multiplying such amount by a fraction the numerator of which is the number
     of shares of Common Stock outstanding immediately after such event and the
     denominator of which is the number of shares of Common Stock that are
     outstanding immediately prior to such event.

          8.   Redemption. The shares of Series A Participating Preferred Stock
     shall not be redeemable.

          9.   Ranking. The Series A Participating Preferred Stock shall rank
     junior to all other series of the Corporation's Preferred Stock as to the
     payment of dividends and the distribution of assets, unless the terms of
     any such series shall provide otherwise.


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<PAGE>   10

          10.  Amendment. The Certificate of Incorporation and the By-Laws of
     the Corporation shall not be further amended in any manner which would
     materially alter or change the powers, preferences or special rights of the
     Series A Participating Preferred Stock so as to affect them adversely
     without the affirmative vote of the holders of at least 66-2/3% of the
     outstanding shares of Series A Participating Preferred Stock voting
     separately as a class.

          11.  Fractional Shares. Series A Participating Preferred Stock may be
     issued in fractions of a share which shall entitle the holder, in
     proportion to such holder's fractional shares, to exercise voting rights,
     receive dividends, participate in distributions and to have the benefit of
     all other rights of holders of Series A Participating Preferred Stock.

                                   ARTICLE V

     This Corporation is to have perpetual existence.

                                   ARTICLE VI

     In furtherance and not in limitation of the powers conferred by the laws of
the State of Delaware:

     A.   Elections of directors need not be by written ballot unless the
By-laws of this Corporation shall so provide.

     B.   The books of this Corporation may be kept at such place within or
without the State of Delaware as the By-laws of this Corporation may provide or
as may be designated from time to time by the Board of Directors of this
Corporation.

     C.   Meetings of stockholders may be held within or without the State of
Delaware, as the By-laws may provide.

                                  ARTICLE VII

     A.   A director of this Corporation shall not be personally liable to this
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability which, by express provision of the
General Corporation Law of Delaware as in effect from time to time, cannot be
eliminated.

     B.   Each person who is or is made a party or is threatened to be made a
party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of this Corporation or is or was
serving at the request of this Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee of agent,


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<PAGE>   11

shall be indemnified and held harmless by this Corporation to the fullest extent
authorized by the General Corporation Law of Delaware, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits this Corporation to provide broader indemnification
rights than said law permitted this Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that, except
as provided in the second paragraph hereof, this Corporation shall indemnify any
such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of this Corporation. The right to
indemnification conferred in this section shall be a contract right and shall
include the right to be paid by this Corporation any expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, if the General Corporation Law of Delaware requires, the payment
of such expenses incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to this
Corporation of an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this section or
otherwise. This Corporation may, by action of its Board of Directors, provide
indemnification to employees and agents of this Corporation with the same scope
and effect as the foregoing indemnification of directors and officers.

     If a claim under the first paragraph of this section is not paid in full by
this Corporation within thirty (30) days after a written claim has been received
by this Corporation, the claimant may at any time thereafter bring suit against
this Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to this Corporation) that the claimant has
not met the standards of conduct which make it permissible under the General
Corporation Law of Delaware for this Corporation to indemnify the claimant for
the amount claimed, but the burden of proving such defense shall be on this
Corporation. Neither the failure of this Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the General Corporation Law of
Delaware, nor an actual determination by this Corporation (including its Board
of Directors, independent legal counsel, or its stockholders) that the claimant
has not met such applicable standard of conduct, shall be


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<PAGE>   12

a defense to the action or create a presumption that the claimant has not met
the applicable standard of conduct.

     The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
section shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Restated Certificate of
Incorporation, by-law, agreement, vote of stockholders or disinterested
directors or otherwise.

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

     D.   Any repeal or modification of the foregoing provisions of this Article
VII shall not adversely affect any right or protection of any director, officer,
employee or agent of this Corporation existing at the time of such repeal or
modification.

                                  ARTICLE VIII

     No action required or permitted to be taken at any annual or special
meeting of the stockholders may be taken without a meeting and the power of
stockholders to consent in writing, without a meeting, to the taking of any
action is specifically denied. Special meetings of the stockholders of this
Corporation may be called only by the Chairman of the Board or the President of
this Corporation or by a resolution adopted by the affirmative vote of a
majority of the Board of Directors.

                                   ARTICLE IX

     The Board of Directors is expressly empowered to adopt, amend or repeal
By-Laws of this Corporation, provided, however, that any adoption, amendment or
repeal of By-Laws of this Corporation by the Board of Directors shall require
the approval of at least sixty-six and two-thirds percent (66-2/3%) of the total
number of authorized directors (whether or not there exist any vacancies in
previously authorized directorships at the time any resolution providing for
adoption, amendment or repeal is presented to the Board). The stockholders shall
also have power to adopt, amend or repeal By-Laws of this Corporation, provided,
however, that in addition to any vote of the holders of any class or series of
stock of this corporation required by law or by this Restated Certificate of
Incorporation the affirmative vote of the holders of at least sixty-six and
two-thirds percent (66-2/3%) of the voting power of all of the then outstanding
shares of the stock of this Corporation entitled to vote generally in the
election of directors, voting together as a single class, shall be required for
such adoption, amendment or repeal by the stockholders of any provisions of the
By-Laws of this Corporation.


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<PAGE>   13

                                   ARTICLE X

     Notwithstanding any other provision of this Restated Certificate of
Incorporation, the affirmative vote of the holders of at least sixty-six and
two-thirds percent (66-2/3%) of the voting power of all of the then outstanding
shares of the stock of this Corporation entitled to vote generally in the
election of Directors, voting together as a single class, shall be required to
amend in any respect or repeal this Article X, or Articles VII, VIII or IX
hereof.


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