FIRST RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                              CERPROBE CORPORATION


                  1. The name of the corporation is CERPROBE  CORPORATION (which
is hereinafter referred to as the "Corporation").

                  2. The original  Certificate of  Incorporation  was filed with
the  Secretary  of State of the State of Delaware on March 23,  1987,  under the
name CERPROBE CORPORATION.

                  3. This First Restated  Certificate of Incorporation  has been
duly  proposed by  resolutions  adopted and  declared  advisable by the Board of
Directors  of  the  Corporation,   duly  adopted  by  the  stockholders  of  the
Corporation at a meeting duly called,  and duly executed and acknowledged by the
officers of the  Corporation  in accordance  with the provisions of Sections 103
and 245 of the General  Corporation  Law of the State of Delaware,  and restates
and  integrates  the  provisions  of the  Certificate  of  Incorporation  of the
Corporation  and,  upon filing with the  Secretary of State in  accordance  with
Section 103, shall  thenceforth  supersede the Certificate of Incorporation  and
all amendments thereto, and shall, as it may thereafter be amended in accordance
with its terms and applicable  law, be the Certificate of  Incorporation  of the
Corporation.

                  4.  The  text  of  the  Certificate  of  Incorporation  of the
Corporation is hereby amended and restated to read in its entirety as follows:


                                    ARTICLE I

                                      Name
                                      ----

                  The name of the Corporation shall be Cerprobe Corporation.


                                   ARTICLE II

                                     Address
                                     -------

                  The  registered  office  of the  Corporation  in the  State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle.
The name and address of the  Corporation's  registered  agent is The Corporation
Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.
                                        1
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                                   ARTICLE III

                                     Purpose
                                     -------

                  The purpose for which this  Corporation  is  organized  is the
transaction  of  any  or all  lawful  business  for  which  corporations  may be
incorporated  under the laws of the State of  Delaware,  as may be amended  from
time to time.


                                   ARTICLE IV

                                      Stock
                                      -----

                  The Corporation  shall have the authority to issue ten million
(10,000,000) shares of Common Stock. The par value of each share of Common Stock
shall be 5/100 Dollar ($0.05). The Corporation shall have the authority to issue
ten million  (10,000,000) shares of Preferred Stock. The par value of each share
of Preferred Stock shall be 5/100 Dollar ($0.05).

                                   Section 1.

                  Common Stock.  The Board of Directors of the Corporation  may,
from  time  to  time,  distribute  on a pro  rata  basis  to  its  Common  Stock
shareholders,  out of the capital surplus of the  Corporation,  a portion of its
assets, in cash or property.

                  The Board of Directors of the  Corporation  may,  from time to
time,  cause the  Corporation  to purchase  its own Common  Stock  shares to the
extent of the  unreserved  and  unrestricted  earned and capital  surplus of the
Corporation.

                  The  Corporation  may issue  rights and  options  to  purchase
shares of Common Stock of the Corporation to Directors, Officers or employees of
the  Corporation  or any  affiliate  thereof,  and no  shareholder  approval  or
ratification of any such issuance of rights and options shall be required.

                                   Section 2.

                  Preferred Stock. The Corporation shall have authority to issue
its Preferred  Stock in series.  The Board of Directors is vested with authority
to establish and designate series and to fix the number of shares to be included
in each such series and the relative rights, preferences and limitations of each
such series,  subject to the provisions set forth below. If the stated dividends
and  amounts  payable  on  liquidation  are not paid in full,  the shares of all
series of the same  class  shall  share  ratably  in the  payment  of  dividends
including  accumulations,  if any,  in  accordance  with the sums which would be
payable on such shares if all dividends  were declared and paid in full,  and in
any distribution of assets other than by way of dividends in accordance with the
sums which  would be  payable  in such  distribution  if all sums  payable  were
discharged in full. The authority of the Board of Directors with respect to each
series of Preferred Stock shall include, but not be limited to, determination of
the following:

                            a. The number of shares constituting that series and
the distinctive designation of that series;

                            b. The  dividend  rate on the shares of that series,
whether dividends shall be cumulative, and, if so, from which date or dates;
                                        2
<PAGE>
                            c.  Whether  that  series   shall   participate   in
unlimited dividend rights, and, if so, the extent of such participation;

                            d. Whether that series shall have voting rights,  in
addition to the voting  rights  provided  by law,  and, if so, the terms of such
voting rights,  including  whether it shall vote as a separate  series,  or with
other  series of  Preferred  Stock,  or as one class with the  holders of Common
Stock, with or without other series of Preferred Stock, and whether  differently
as to different matters, or any combination of the foregoing;

                            e.  Whether   that  series  shall  have   conversion
privileges,  and, if so, the terms and conditions of such conversion,  including
provision for adjustment of the  conversion  rate in such events as the Board of
Directors shall determine;

                            f. Whether or not the shares of that series shall be
redeemable,  and, if so, the terms and conditions of such redemption,  including
the date or dates upon or after which they shall be  redeemable,  and the amount
per share payable in case of redemption,  which amount may vary under  different
conditions and at different redemption dates;

                            g. The amounts  payable on the shares of that series
in the event of voluntary or involuntary liquidation,  dissolution or winding up
of the Corporation;

                            h.  Any  other  relative  rights,   preferences  and
limitations of that series.

                  Dividends on outstanding  Preferred Stock of each series shall
be declared and paid, or set apart for payment,  before any  dividends  shall be
declared and paid, or set apart for payment, on the Common Stock with respect to
the same dividend period.

                  Upon  any  dissolution,  liquidation  or  winding  up  of  the
Corporation,  whether  voluntary or  involuntary,  the holders of the  Preferred
Stock shall be entitled to receive out of the assets of the Corporation,  before
any  distribution  shall be made to the holders of the Common Stock, the amounts
determined to be payable on the  Preferred  Stock of each series in the event of
voluntary or involuntary liquidation.

                  No  holder  of  Preferred  Stock  shall  be  entitled  to  any
preemptive rights.

                  The  Corporation  may issue  rights and  options  to  purchase
shares of Preferred Stock of the Corporation to Directors, Officers or employees
of the  Corporation or any affiliate  thereof,  and no  shareholder  approval or
ratification of any such issuance of rights and options shall be required.

                                   Section 3.

                  Cumulative  Voting.  At  all  elections  of  directors  of the
Corporation, or at elections held under specified circumstances,  each holder of
stock or of any  class or  classes  or of a series or  series  thereof  shall be
entitled  to as many votes as shall  equal the number of votes which he would be
entitled to cast for the  election of  directors  with  respect to his shares of
stock  multiplied  by the number of  directors  to be elected by him, and he may
cast all of such votes for a single  director or may  distribute  them among the
number to be voted for, or for any two or more of them as he may see fit.
                                        3
<PAGE>
                                    ARTICLE V

                               Board of Directors
                               ------------------

                  The number of persons to serve on the Board of Directors shall
be fixed by the Bylaws.


                                   ARTICLE VI

                                 Indemnification
                                 ---------------

                                   Section 1.

                  A director of the Corporation  shall not be personally  liable
to the  Corporation  or its  stockholders  for  monetary  damages  for breach of
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation  of law,  (iii)  under  Section 174 of the  Delaware  General
Corporation Law, or (iv) for any transaction from which the director derived any
improper personal benefit. If the Delaware General Corporation Law is amended to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of  directors,  then the  liability  of a director of the  Corporation
shall be eliminated or limited to the fullest  extent  permitted by the Delaware
General Corporation Law, as so amended.

                  Any repeal or modification  of the foregoing  paragraph by the
stockholder  of  the  Corporation  shall  not  adversely  affect  any  right  or
protection of a director of the Corporation  existing at the time of such repeal
or modification.

                                   Section 2.

                            a. Right to Indemnification.  Each person who was or
is made a party or is threatened to be made a party to or is otherwise  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
is or was a  director,  officer  or  employee  of the  Corporation  or is or was
serving at the request of the  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
(hereinafter  an  "Indemnitee"),  whether  the  basis of such  Proceeding  is an
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 or
agent,  shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, 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  the   Corporation  to  provide  broader
indemnification  rights than such law permitted the 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 in  settlement)  reasonably  incurred  or suffered  by such  Indemnitee  in
connection therewith and such indemnification shall continue as to an Indemnitee
who has ceased to be a director,  officer,  employee or agent and shall inure to
the benefit of the Indemnitee's heirs,  executors and administrators;  provided,
however,  that,  except as provided  in  paragraph  (b) hereof  with  respect to
Proceedings  to  enforce  rights  to  indemnification,   the  Corporation  shall
indemnify any such  Indemnitee in connection with a Proceeding (or part thereof)
initiated  by such  Indemnitee  only if such  Proceeding  (or part  thereof) was
authorized  by  the  Board  of  Directors  of  the  Corporation.  The  right  to
indemnification  conferred in this Section  shall be a contract  right and shall
include the right to be paid
                                        4
<PAGE>
by the  Corporation  the expenses  incurred in defending any such  Proceeding in
advance of its final  disposition  (hereinafter  an  "Advancement of Expenses");
provided,  however,  that, if the Delaware General Corporation Law requires,  an
Advancement  of Expenses  incurred by an  Indemnitee 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  Indemnitee,  including  without  limitation,  service  to an
employee benefit plan) shall be made only upon delivery to the Corporation of an
undertaking,  by or on  behalf  of such  Indemnitee,  to repay  all  amounts  so
advanced if it shall  ultimately be determined by final  judicial  decision from
which there is no further  right to appeal that such  Indemnitee is not entitled
to be indemnified for such expenses under this Section or otherwise (hereinafter
and "Undertaking").

                            b. Right of  Indemnitee  to Bring  Suit.  If a claim
under  paragraph  (a) of this  Section  is not  paid in full by the  Corporation
within sixty days after a written  claim has been  received by the  Corporation,
except in the case of a claim for an Advancement of Expenses,  in which case the
applicable  period  shall  be  twenty  days,  the  Indemnitee  may at  any  time
thereafter  bring suit against the  Corporation  to recover the unpaid amount of
the  claim.  If  successful  in whole  or in part in any such  suit or in a suit
brought by the Corporation to recover an Advancement of Expenses pursuant to the
terms of an  Undertaking,  the Indemnitee  shall be entitled to be paid also the
expense of  prosecuting  or defending  such suit. In (i) any suit brought by the
Indemnitee to enforce a right to  indemnification  hereunder  (but not in a suit
brought by the  Indemnitee to enforce a right to an  Advancement of Expenses) it
shall be a defense  that,  and (ii) any suit by the  Corporation  to  recover an
Advancement of Expenses  pursuant to the terms of an Undertaking the Corporation
shall be entitled to recover such expenses  upon final  adjudication  that,  the
Indemnitee  has not met the  applicable  standard  of  conduct  set forth in the
Delaware  General  Corporation  Law.  Neither  the  failure  of the  Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  Indemnitee  is  proper in the  circumstances
because the Indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  Indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  Indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
Indemnitee,  be a defense to such suit. In any suit brought by the Indemnitee to
enforce a right  hereunder,  or by the  Corporation to recover an Advancement of
Expenses pursuant to the terms of an undertaking, the burden of proving that the
Indemnitee is not entitled to be indemnified or to such  Advancement of Expenses
under this Section or otherwise shall be on the Corporation.

                            c.   Non-Exclusivity   of  Rights.   The  rights  to
indemnification  and to the  advancement  of expenses  conferred in this Section
shall not be exclusive of any other right which any person may have or hereafter
acquire under any statute, this Certificate of Incorporation, Bylaws, agreement,
vote of stockholders or disinterested directors or otherwise.

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

                            e. Indemnification of Agents of the Corporation. The
Corporation  may,  to the  extent  authorized  from time to time by the Board of
Directors,  grant rights to indemnification  and to the advancement of expenses,
to any agent of the  Corporation to the fullest extent of the provisions of this
Section  with  respect to the  indemnification  and  advancement  of expenses of
directors, officers and employees of the Corporation.
                                        5
<PAGE>
                                   ARTICLE VII

                              Election of Directors
                              ---------------------

                  All  elections  of  Directors  will be by ballot  vote where a
ballot  vote is  demanded  by any person  entitled to vote prior to the time the
voting begins; otherwise, a voice vote will suffice.


                                  ARTICLE VIII

                               Amendment of Bylaws
                               -------------------

                  The Bylaws may be altered, amended, repealed or temporarily or
permanently suspended,  in whole or in part, or new bylaws adopted by the action
of the Board of Directors or the Stockholders, in accordance with the provisions
set forth below:

                                   Section 1.

                  By  Action  of the  Board  of  Directors.  The  Bylaws  may be
altered,  amended, repealed or temporarily or permanently suspended, in whole or
in part, or new bylaws adopted by the action of the Board of Directors only upon
the affirmative  vote of a majority of the entire Board of Directors.  Such vote
may be taken at any annual, regular or special meeting of the Board of Directors
if notice of such  alteration,  amendment,  repeal or adoption of the new bylaws
shall be contained in the notice of such annual, regular or special meeting.

                                   Section 2.

                  By Action of the  Stockholders.  The  Bylaws  may be  altered,
amended or  repealed or new bylaws may be adopted by the  stockholders  only (i)
upon the  affirmative  vote as to all the stock held by the  holders of not less
than  eighty  percent  (80%)  of the  Outstanding  Voting  Shares  and (ii) by a
Majority  of  Stockholders.  Such  vote may be taken at any  annual  or  special
meeting of the stockholders if notice of such alteration,  amendment,  repeal or
adoption of the new bylaws  shall be  contained  in the notice of such annual or
special meeting.


                                   ARTICLE IX

                  Board Considerations Upon Significant Events
                  --------------------------------------------

                  The Board,  when evaluating any (A) tender offer or invitation
for  tenders,  or proposal to make a tender offer or request or  invitation  for
tenders,  by another party, for any equity security of the  Corporation,  or (B)
proposal or offer by another party to (1) merge or consolidate  the  Corporation
or any  subsidiary  with another  corporation  or other entity,  (2) purchase or
otherwise  acquire all or a substantial  portion of the  properties or assets of
the  Corporation  or any  subsidiary,  or sell or  otherwise  dispose  of to the
Corporation or any subsidiary all or a substantial  portion of the properties or
assets  of  such  other  party,  or  (3)  liquidate,  dissolve,  reclassify  the
securities of, declare an extraordinary  dividend of, recapitalize or reorganize
the  Corporation,  shall take into  account  all  factors  that the Board  deems
relevant,  including,  without limitation, to the extent so deemed relevant, the
potential impact on
                                        6
<PAGE>
employees,   customers,   suppliers,   partners,   joint   venturers  and  other
constituents  of the  Corporation  and the  communities in which the Corporation
operates.

                  In addition to any affirmative vote required by applicable law
and in  addition  to any vote of the  holders of any series of  Preferred  Stock
provided  for or fixed  pursuant to the  provisions  of Article IV of this First
Restated  Certificate  of  Incorporation,  any  alteration,  amendment or repeal
relating  to this  Article IX must be approved  by the  affirmative  vote of the
holders of at least sixty six and  two-thirds  percent (66 2/3%) of the combined
voting power of the issued and outstanding shares of Voting Stock (as defined in
Article XII), voting together as a single class.


                                    ARTICLE X

                  Notwithstanding  anything  to the  contrary  contained  in the
Corporation's  Bylaws,  the Corporation  elects to be governed by Section 203 of
the Delaware General Corporation Law.

                  In addition to any affirmative vote required by applicable law
and in  addition  to any vote of the  holders of any series of  Preferred  Stock
provided  for or fixed  pursuant to the  provisions  of Article IV of this First
Restated  Certificate  of  Incorporation,  any  alteration,  amendment or repeal
relating  to this  Article X must be  approved  by the  affirmative  vote of the
holders of at least sixty six and  two-thirds  percent (66 2/3%) of the combined
voting power of the issued and outstanding shares of Voting Stock (as defined in
Article XII), voting together as a single class.


                                   ARTICLE XI

                               Stockholder Consent
                               -------------------

                  No action  that is required  or  permitted  to be taken by the
stockholders of the Corporation at any annual or special meeting of stockholders
may be  effected  by  written  consent of  stockholders  in lieu of a meeting of
stockholders,   unless  the  action  to  be  effected  by  written   consent  of
stockholders  and  the  taking  of such  action  by such  written  consent  have
expressly been approved in advance by the Board.

                  In addition to any affirmative vote required by applicable law
and in  addition  to any vote of the  holders of any series of  Preferred  Stock
provided  for or fixed  pursuant to the  provisions  of Article IV of this First
Restated  Certificate  of  Incorporation,  any  alteration,  amendment or repeal
relating  to this  Article XI must be approved  by the  affirmative  vote of the
holders of at least sixty six and  two-thirds  percent (66 2/3%) of the combined
voting power of the issued and outstanding shares of Voting Stock (as defined in
Article XII), voting together as a single class.


                                   ARTICLE XII

                        Business Combinations; Fair Price
                        ---------------------------------

                  A. In addition to any affirmative vote required by law or this
First Restated  Certificate of Incorporation,  and except as otherwise expressly
provided in paragraph B of this Article XII:
                                        7
<PAGE>
                           1. any merger or  consolidation of the Corporation or
                  any   Subsidiary  (as   hereinafter   defined)  with  (a)  any
                  Interested  Stockholder (as hereinafter  defined),  or (b) any
                  other corporation, partnership or other entity (whether or not
                  itself an  Interested  Stockholder)  which  is, or after  such
                  merger or consolidation would be, an Affiliate (as hereinafter
                  defined)  of an  Interested  Stockholder  other  than a merger
                  enacted in accordance with Section 253 of the Delaware General
                  Corporation Law or any successor thereof; or

                           2.  any  sale,  lease,  exchange,  mortgage,  pledge,
                  transfer or other  disposition (in one transaction or a series
                  of  transactions)  to  or  with  any  Interested  Stockholder,
                  including all Affiliates of the Interested Stockholder, of any
                  assets  of  the  Corporation  or  any  Subsidiary   having  an
                  aggregate  Fair Market Value (as  hereinafter  defined) of ten
                  million dollars ($10,000,000) or more; or

                           3. the issuance or transfer by the Corporation or any
                  Subsidiary (in one transaction or a series of transactions) of
                  any  securities of the  Corporation  or any  Subsidiary to any
                  Interested  Stockholder,   including  all  Affiliates  of  the
                  Interested  Stockholder,  in exchange for cash,  securities or
                  other property (or a combination  thereof) having an aggregate
                  Fair Market Value of ten million dollars ($10,000,000) or more
                  (other than on a pro rata basis to all holders of Voting Stock
                  of the same class held by the Interested  Stockholder pursuant
                  to a stock split,  stock dividend or  distribution of warrants
                  or rights and other than in  connection  with the  exercise or
                  conversion of securities  exercisable for or convertible  into
                  securities of the Corporation of any of its subsidiaries which
                  securities  have been  distributed  pro rata to all holders of
                  Voting Stock); or

                           4.  the  adoption  of any  plan or  proposal  for the
                  liquidation or dissolution of the  Corporation  proposed by or
                  on behalf of an Interested Stockholder or any Affiliates of an
                  Interested Stockholder; or

                           5. any reclassification of securities  (including any
                  reverse stock split), or  recapitalization of the Corporation,
                  or any merger or  consolidation of the Corporation with any of
                  its Subsidiaries or any other  transaction  (whether or not an
                  Interested  Stockholder  is a  party  thereto)  which  has the
                  effect,   directly   or   indirectly,    of   increasing   the
                  proportionate  share  by more  than  one  percent  (1%) of the
                  issued  and  outstanding  shares  of any  class of  equity  or
                  convertible  securities of the  Corporation  or any Subsidiary
                  which  are  directly  or  indirectly  owned by any  Interested
                  Stockholder  or  one or  more  Affiliates  of  the  Interested
                  Stockholder;

shall  require  the  affirmative  vote of the  holders of at least sixty six and
two-thirds  percent  (66  2/3%)  of the  voting  power of the  then  issued  and
outstanding  Voting Stock, as hereinafter  defined,  voting together as a single
class,  including the affirmative  vote of the holders of at least sixty six and
two-thirds  percent  (66  2/3%)  of the  voting  power of the  then  issued  and
outstanding  Voting Stock not  Beneficially  Owned  directly or indirectly by an
Interested  Stockholder  or any Affiliate of any  Interested  Stockholder.  Such
affirmative vote shall be required  notwithstanding the fact that no vote may be
required,  or  that  a  lesser  percentage  may be  permitted,  by law or in any
agreement with any national securities exchange or otherwise.

                  B. The  provisions  of Section A of this Article XII shall not
be applicable to any particular Business  Combination (as hereinafter  defined),
and such Business Combination shall require
                                        8
<PAGE>
only such  affirmative vote as is required by law or any other provision of this
First Restated  Certificate  of  Incorporation,  if the conditions  specified in
either of the following paragraph 1 or 2 are met:

                           1. the Business  Combination shall have been approved
by a majority of the Continuing Directors (as hereinafter defined); or

                           2.  all  of  the  following   price  and   procedural
conditions shall have been met:

                                    (a) the aggregate amount of the cash and the
                  Fair Market Value (as  hereinafter  defined) as of the date of
                  the consummation of the Business  Combination of consideration
                  other than cash,  to be  received  per share by the holders of
                  Common Stock in such Business  Combination,  shall be at least
                  equal to the highest of the following:

                                            (i) (if  applicable) the highest per
                           share price  (including  any  brokerage  commissions,
                           transfer taxes and soliciting  dealers' fees) paid by
                           the Interested  Stockholder  for any shares of Common
                           Stock  acquired  by it (A)  within  the two (2)  year
                           period   immediately   prior  to  the  first   public
                           announcement   of  the  proposal  of  such   Business
                           Combination (the "Announcement  Date"), or (B) in the
                           transaction   in  which  it  became   an   Interested
                           Stockholder, whichever is higher;

                                            (ii) the Fair Market Value per share
                           of Common  Stock on the  Announcement  Date or on the
                           date on which the  Interested  Stockholder  became an
                           Interested  Stockholder (the  "Determination  Date"),
                           whichever is higher; and

                                            (iii) (if  applicable) the price per
                           share  equal to the Fair  Market  Value  per share of
                           Common   Stock   determined   pursuant  to  paragraph
                           2(a)(ii)  above,  multiplied  by the ratio of (A) the
                           highest  per share  price  (including  any  brokerage
                           commissions,  transfer taxes and soliciting  dealers'
                           fees)  paid  by the  Interested  Stockholder  for any
                           shares of Common Stock  acquired by it within the two
                           (2) year period immediately prior to the Announcement
                           Date to (B) the Fair Market Value per share of Common
                           Stock on the  first  day in such two (2) year  period
                           upon which the  Interested  Stockholder  acquired any
                           shares of Common Stock; and

                                    (b) the aggregate amount of the cash and the
                  Fair Market  Value as of the date of the  consummation  of the
                  Business  Combination of  consideration  other than cash to be
                  received  per share by holders  of shares of any other  class,
                  other than Common Stock or Excluded Preferred Stock, of issued
                  and  outstanding  Voting  Stock shall be at least equal to the
                  highest  of  the  following   (it  being   intended  that  the
                  requirements  of this  paragraph  2(b) shall be required to be
                  met with respect to every such class of issued and outstanding
                  Voting Stock,  whether or not the Interested  Stockholder  has
                  previously acquired any shares of a particular class of Voting
                  Stock):

                                            (i) (if  applicable) the highest per
                           share price  (including  any  brokerage  commissions,
                           transfer taxes and soliciting  dealers' fees) paid by
                           the  Interested  Stockholder  for any  shares of such
                           class of Voting  Stock  acquired by it (A) within the
                           two  (2)  year  period   immediately   prior  to  the
                           Announcement Date, or (B) in the transaction in which
                           it became an  Interested  Stockholder,  whichever  is
                           higher;
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<PAGE>
                                            (ii)  (if  applicable)  the  highest
                           preferential amount per share to which the holders of
                           shares of such class of Voting  Stock are entitled in
                           the   event   of   any   voluntary   or   involuntary
                           liquidation,   dissolution   or  winding  up  of  the
                           Corporation;

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

                                            (iv) (if  applicable)  the price per
                           share  equal to the Fair  Market  Value  per share of
                           such class of Voting  Stock  determined  pursuant  to
                           paragraph 2(b)(iii) above, multiplied by the ratio of
                           (A)  the  highest  per  share  price  (including  any
                           brokerage commissions,  transfer taxes and soliciting
                           dealers' fees) paid by the Interested Stockholder for
                           any shares of such class of Voting Stock  acquired by
                           it within the two (2) year period  immediately  prior
                           to the Announcement Date to (B) the Fair Market Value
                           per share of such class of Voting  Stock on the first
                           day in such  two  (2)  year  period  upon  which  the
                           Interested  Stockholder  acquired  any shares of such
                           class of Voting Stock; and

                                    (c)  the  consideration  to be  received  by
                  holders of a particular class of issued and outstanding Voting
                  Stock   (including   Common  Stock  and  other  than  Excluded
                  Preferred  Stock)  shall be in cash or in the same form as the
                  Interested  Stockholder has previously paid for shares of such
                  class of Voting Stock (if the Interested  Stockholder has paid
                  for shares of any class of Voting Stock with varying  forms of
                  consideration,  the form of  consideration  for such  class of
                  Voting  Stock shall be either cash or the form used to acquire
                  the  largest  number of shares of such  class of Voting  Stock
                  previously acquired by it); and

                                    (d) after such  Interested  Stockholder  has
                  become an Interested Stockholder and prior to the consummation
                  of such  Business  Combination:  (i) there  shall have been no
                  failure to declare and pay at the regular  date  therefor  any
                  full quarterly  dividends  (whether or not  cumulative) on any
                  issued and outstanding  preferred stock, except as approved by
                  a majority of the Continuing Directors;  (ii) there shall have
                  been no reduction in the annual rate of dividends  paid on the
                  Common Stock  (except as necessary to reflect any  subdivision
                  of the Common Stock),  except as approved by a majority of the
                  Continuing Directors;  (iii) there shall have been an increase
                  in the annual rate of dividends as necessary  fully to reflect
                  any  recapitalization  (including  any reverse  stock  split),
                  reorganization  or any  similar  reorganization  which has the
                  effect of reducing the number of issued and outstanding shares
                  of the Common  Stock,  unless the failure so to increase  such
                  annual  rate  is  approved  by a  majority  of the  Continuing
                  Directors; and (iv) such Interested Stockholder shall not have
                  become the  Beneficial  Owner of any  additional  Voting Stock
                  except  as  part  of the  transaction  which  results  in such
                  Interested Stockholder becoming an Interested Stockholder; and

                                    (e) after such  Interested  Stockholder  has
                  become an Interested Stockholder,  such Interested Stockholder
                  shall not have  received the benefit,  directly or  indirectly
                  (except  proportionately  as a  shareholder),  of  any  loans,
                  advances, guarantees, pledges or other financial assistance or
                  any tax  credits  or  other  tax  advantages  provided  by the
                  Corporation,  whether in anticipation of or in connection with
                  such Business Combination or otherwise; and
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<PAGE>
                                    (f)  a  proxy   or   information   statement
                  describing  the proposed  Business  Combination  and complying
                  with the  requirements of the Securities  Exchange Act of 1934
                  and the rules and  regulations  thereunder  (or any subsequent
                  provisions  replacing such Act, rules or regulations) shall be
                  mailed to stockholders of the Corporation at least thirty (30)
                  days prior to the  consummation  of such Business  Combination
                  (whether  or  not  such  proxy  or  information  statement  is
                  required  to be  marked  pursuant  to such  Act or  subsequent
                  provisions).

                  C. For purposes of this Article XII the following  terms shall
have the following meanings:

                           1.   "Affiliate"  or   "Associate"   shall  have  the
respective  meanings  ascribed to such terms in Rule 12b-2 of the General  Rules
and Regulations under the Securities  Exchange Act of 1934, as in effect on June
21, 1996.

                           2. "Beneficial Owner" shall have the meaning ascribed
to such  term  in  Rule  13d-3  of the  General  Rules  and  Regulations  of the
Securities  Exchange Act of 1934, as in effect on June 21, 1996. In addition,  a
Person shall be the "Beneficial  Owner" of any Voting Stock which such Person or
any of its Affiliates or Associates has: (a) the right to acquire  (whether such
right is exercisable immediately or only after the passage of time), pursuant to
any agreement,  arrangement or  understanding or upon the exercise of conversion
rights,  exchange rights, warrants or options, or otherwise; or (b) the right to
vote pursuant to any agreement,  arrangement or understanding  (but neither such
Person nor any such Affiliate or Associate  shall be deemed to be the Beneficial
Owner of any  shares of Voting  Stock  solely  by  reason of a  revocable  proxy
granted  for a  particular  meeting of the  stockholders,  pursuant  to a public
solicitation  of proxies  for such  meeting,  and with  respect to which  shares
neither such Person nor any such Affiliate of Associate is otherwise  deemed the
Beneficial Owner).

                           3. "Business  Combination" shall mean any transaction
described  in any one or more of clauses  (1)  through  (5) of Section A of this
Article XII.

                           4. "Continuing Director" shall mean any member of the
Board who is unaffiliated  with and is not the Interested  Stockholder and was a
member of the Board prior to the time that the Interested  Stockholder became an
Interested  Stockholder,  and any director who is thereafter  chosen to fill any
vacancy on the Board or who is elected and who, in either event, is unaffiliated
with the  Interested  Stockholder  and in  connection  with  his or her  initial
assumption of office is recommended for appointment or election by a majority of
Continuing Directors then on the Board.

                           5.  "Excluded  Preferred  Stock"  means any series of
Preferred  Stock with  respect to which a majority of the  Continuing  Directors
have approved a Preferred Stock Designation  creating such series that expressly
provides that the provisions of this Article XII shall not apply.

                           6. "Fair Market Value" shall mean: (a) in the case of
stock,  the  highest  closing  sale  price  during  the  thirty  (30) day period
immediately  preceding  the date in  question  of a share  of such  stock on the
Composite Tape for New York Stock Exchange  listed stocks,  or, if such stock is
not quoted on the composite  tape, on the New York Stock  Exchange,  or, if such
stock is not listed on such exchange,  on the principal United States securities
exchange  registered  under the  Securities  Exchange  Act of 1934 on which such
stock is  listed,  or, if such  stock is not  listed on any such  exchange,  the
highest  closing bid quotation  with respect to a share of such stock during the
thirty  (30)  day  period  preceding  the  date  in  question  on  the  National
Association of Securities Dealers, Inc. Automated Quotation System or any system
then in use in its  stead,  or if no such  quotations  are  available,  the fair
market value on the
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<PAGE>
date in  question  of a share  of such  stock  as  determined  by the  Board  in
accordance  with  Section D of this Article XII; and (b) in the case of property
other than cash or stock,  the fair market value of such property on the date in
question as determined by the Board in accordance with Section D of this Article
XII.

                           7. "Interested  Stockholder" shall mean any Person to
or which:

                                    (a) itself, or along with its Affiliates, is
                  the Beneficial  Owner,  directly or  indirectly,  of more than
                  fifteen  percent  (15%) of the  then  issued  and  outstanding
                  Voting Stock; or

                                    (b) is an Affiliate of the  Corporation  and
                  at any time within the two (2) year period  immediately  prior
                  to the  date  in  question  was  itself,  or  along  with  its
                  Affiliates,  the Beneficial Owner, directly or indirectly,  of
                  fifteen   percent  (15%)  or  more  of  the  then  issued  and
                  outstanding Voting Stock; or

                                    (c)  is  an  assignee  of or  has  otherwise
                  succeeded to any Voting Stock which was at any time within the
                  two (2) year period  immediately prior to the date in question
                  beneficially  owned  by an  Interested  Stockholder,  if  such
                  assignment or succession  shall have occurred in the course of
                  a transaction or series of transactions not involving a public
                  offering within the meaning of the Securities Act of 1933.

                  For  the  purpose  of  determining  whether  a  Person  is  an
Interested  Stockholder pursuant to paragraph 7 of this Section C, the number of
shares of Voting Stock deemed to be issued and outstanding  shall include shares
deemed owned through  application of paragraph 2 of this Section C but shall not
include any other  shares of Voting  Stock that may be issuable  pursuant to any
agreement,  arrangement or understanding, or upon exercise of conversion rights,
warrants or options or otherwise.

                  Notwithstanding  anything to the  contrary  contained  in this
First Restated Certificate of Incorporation, for purposes of this First Restated
Certificate of Incorporation,  the term "Interested  Stockholder" shall not, for
any purpose,  include,  and the  provisions  of Article  XII(A) hereof shall not
apply to: (a) the  Corporation  or any  Subsidiary;  or (b) any  employee  stock
ownership plan of the Corporation or any Subsidiary.

                           8. In the event of any Business  Combination in which
the Corporation  survives,  the phrase "other  consideration  to be received" as
used in  paragraphs  2(a) and (b) and  paragraph  B of this  Article  XII  shall
include  the shares of Common  Stock  and/or  the  shares of any other  class of
issued and outstanding Voting Stock retained by the holders of such shares.

                           9.  "Person"   shall  mean  any   individual,   firm,
corporation, partnership or other entity.

                           10.  "Subsidiary" shall mean any corporation or other
entity of which the Corporation  owns,  directly or indirectly,  securities that
enable the  Corporation  to elect a majority of the board of  directors or other
persons  performing  similar  functions  of such  corporation  or entity or that
otherwise  give to the  Corporation  the power to control  such  corporation  or
entity.

                           11. "Voting  Stock" means all issued and  outstanding
shares of capital  stock of the  Corporation  that  pursuant to or in accordance
with this First  Restated  Certificate  of  Incorporation  are  entitled to vote
generally in the election of directors of the  Corporation,  and each  reference
herein,
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<PAGE>
where  appropriate,  to a percentage  or portion of shares of Voting Stock shall
refer to such  percentage or portion of the voting power of such shares entitled
to vote. The issued and outstanding shares of Voting Stock shall not include any
shares of Voting Stock that may be issuable  pursuant to any agreement,  or upon
the exercise or conversion of any rights, warrants or options or otherwise.

                  D. The Continuing  Directors of the Corporation shall have the
power and duty to  determine  for the purposes of this Article XII, on the basis
of information  known to them after reasonable  inquiry,  all facts necessary to
determine compliance with this Article XII, including,  without limitation:  (i)
whether  a Person is an  Interested  Stockholder;  (ii) the  number of shares of
Voting  Stock  beneficially  owned by any Person;  (iii)  whether a Person is an
Affiliate or Associate of another;  (iv) whether the  applicable  conditions set
forth in  paragraph  2 of  paragraph  B of this  Article  XII have been met with
respect to any Business Combination; (v) the Fair Market Value of stock or other
property in accordance  with paragraph 6 of paragraph C of this Article XII; and
(vi) whether the assets which are the subject of any Business  Combination have,
or the  consideration  to be received for the issuance or transfer of securities
by the  Corporation  or any  Subsidiary  in any  Business  Combination  has,  an
aggregate Fair Market Value of ten million dollars ($10,000,000) or more.

                  E. Nothing contained in this Article XII shall be construed to
relieve any Interested Stockholder from any fiduciary obligation imposed by law.

                  F. In addition to any affirmative  vote required by applicable
law and in addition to any vote of the holders of any series of Preferred  Stock
provided  for or fixed  pursuant to the  provisions  of Article IV of this First
Restated  Certificate  of  Incorporation,  any  alteration,  amendment or repeal
relating to this  Article XII must be  approved by the  affirmative  vote of the
holders of at least sixty six and  two-thirds  percent (66 2/3%) of the combined
voting  power of the  issued  and  outstanding  shares of Voting  Stock,  voting
together as a single class.

                  IN  WITNESS  WHEREOF,   this  First  Restated  Certificate  of
Incorporation has been signed this ____ day of August, 1996.

                                       CERPROBE CORPORATION



                                       By:_________________________________
                                           C. Zane Close, President

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