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                                                                   EXHIBIT 3-a-1

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                             CONEXANT SYSTEMS, INC.

                 Pursuant to Sections 242 and 245 of the General
                    Corporation Law of the State of Delaware

         The Certificate of Incorporation of this corporation was originally
filed with the Secretary of State of Delaware on September 16, 1996 under the
name of Rockwell Semiconductor Systems, Inc.

         The Certificate of Incorporation of this corporation shall be amended
and restated to read in full as follows:

"FIRST: The name of the Corporation is CONEXANT SYSTEMS, INC.

SECOND: The Corporation's registered office in the State of Delaware is located
at 1209 Orange Street, in the City of Wilmington, County of New Castle. The name
and address of its registered agent is The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

THIRD:  The nature of the business, or objects or purposes to be transacted,
promoted or carried on, are: To engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of all classes of stock which the Corporation
shall have the authority to issue is 1,025,000,000, of which 25,000,000 shares
without par value are to be of a class designated Preferred Stock and
1,000,000,000 shares of the par value of $0.01 each are to be of a class
designated Common Stock.

In this Article Fourth, any reference to a section or paragraph, without further
attribution, within a provision relating to a particular class of stock is
intended to refer solely to the specified section or paragraph of the other
provisions relating to the same class of stock.

         COMMON STOCK

         The Common Stock shall have the following voting powers, designations,
         preferences and relative, participating, optional and other special
         rights, and qualifications, limitations or restrictions thereof:

         1. Dividends. Whenever the full dividends upon any outstanding
         Preferred Stock for all past dividend periods shall have been paid and
         the full dividends

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         thereon for the then current respective dividend periods shall have
         been paid, or declared and a sum sufficient for the respective payments
         thereof set apart, the holders of shares of the Common Stock shall be
         entitled to receive such dividends and distributions in equal amounts
         per share, payable in cash or otherwise, as may be declared thereon by
         the Board of Directors from time to time out of assets or funds of the
         Corporation legally available therefor.

         2. Rights on Liquidation. In the event of any liquidation, dissolution
         or winding-up of the Corporation, whether voluntary or involuntary,
         after the payment or setting apart for payment to the holders of any
         outstanding Preferred Stock of the full preferential amounts to which
         such holders are entitled as herein provided or referred to, all of the
         remaining assets of the Corporation shall belong to and be
         distributable in equal amounts per share to the holders of the Common
         Stock. For purposes of this paragraph 2, a consolidation or merger of
         the Corporation with any other corporation, or the sale, transfer or
         lease of all or substantially all its assets shall not constitute or be
         deemed a liquidation, dissolution or winding-up of the Corporation.

         3. Voting. Except as otherwise provided by the laws of the State of
         Delaware or by this Article Fourth, each share of Common Stock shall
         entitle the holder thereof to one vote.

         PREFERRED STOCK

         The Preferred Stock may be issued from time to time in one or more
         series. The Board of Directors is hereby authorized to provide for the
         issuance of shares of Preferred Stock in series and, by filing a
         certificate pursuant to the applicable law of the State of Delaware
         (hereinafter referred to as a "Preferred Stock Designation"), to
         establish from time to time the number of shares to be included in each
         such series, and to fix the designation, powers, preferences and rights
         of the shares of each such series and the qualifications, limitations
         and restrictions thereof. The authority of the Board of Directors with
         respect to each series shall include, but not be limited to,
         determination of the following:

                  (a) the designation of the series, which may be by
                  distinguishing number, letter or title;

                  (b) the number of shares of the series, which number the Board
                  of Directors may thereafter (except where otherwise provided
                  in the Preferred Stock Designation) increase or decrease (but
                  not below the number of shares thereof then outstanding);

                  (c) whether dividends, if any, shall be cumulative or
                  noncumulative and the dividend rate of the series;

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                  (d) the dates at which dividends, if any, shall be payable;

                  (e) the redemption rights and price or prices, if any, for
                  shares of the series;

                  (f) the terms and amount of any sinking fund provided for the
                  purchase or redemption of shares of the series;

                  (g) the amounts payable on shares of the series in the event
                  of any voluntary or involuntary liquidation, dissolution or
                  winding up of the affairs of the Corporation;

                  (h) whether the shares of the series shall be convertible into
                  shares of any other class or series, or any other security, of
                  the Corporation or any other corporation, and, if so, the
                  specification of such other class or series or such other
                  security, the conversion price or prices or rate or rates, any
                  adjustments thereof, the date or dates as of which such shares
                  shall be convertible and all other terms and conditions upon
                  which such conversion may be made;

                  (i) restrictions on the issuance of shares of the same series
                  or of any other class or series; and

                  (j) the voting rights, if any, of the holders of shares of the
                  series.

         Except as may be provided in this Certificate of Incorporation or in a
         Preferred Stock Designation, the Common Stock shall have the exclusive
         right to vote for the election of directors and for all other purposes,
         and holders of Preferred Stock shall not be entitled to receive notice
         of any meeting of shareowners at which they are not entitled to vote.
         The number of authorized shares of Preferred Stock may be increased or
         decreased (but not below the number of shares thereof then outstanding)
         by the affirmative vote of the holders of a majority of the outstanding
         Common Stock, without a vote of the holders of the Preferred Stock, or
         of any series thereof, unless a vote of any such holders is required
         pursuant to any Preferred Stock Designation.

         The Corporation shall be entitled to treat the person in whose name any
         share of its stock is registered as the owner thereof for all purposes
         and shall not be bound to recognize any equitable or other claim to, or
         interest in, such share on the part of any other person, whether or not
         the Corporation shall have notice thereof, except as expressly provided
         by applicable law.

         SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

         1. Designation and Amount. A series of Preferred Stock, without par
         value, is hereby created and shall be designated as "Series A Junior
         Participating

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         Preferred Stock" (the "Series A Preferred Stock") and the number of
         shares constituting the Series A Preferred Stock shall be 1,500,000.
         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 Preferred Stock to a number less than the
         number of shares then outstanding plus the number of shares reserved
         for issuance upon the exercise of outstanding options, rights or
         warrants or upon the conversion of any outstanding securities issued by
         the Corporation convertible into Series A Preferred Stock.

         2. Dividends and Distributions.

         2.1. Subject to the rights of the holders of any shares of any series
         of Preferred Stock (or any similar stock) ranking prior and superior to
         the Series A Preferred Stock with respect to dividends, the holders of
         shares of Series A Preferred Stock, in preference to the holders of
         Common Stock and of any other junior stock of the Corporation, shall be
         entitled to receive, when, as and if declared by the Board of Directors
         out of funds legally available for the purpose, quarterly dividends
         payable in cash on the second Monday of March, June, September and
         December in each year (each such date being referred to herein as a
         "Quarterly Dividend Payment Date"), commencing on the first Quarterly
         Dividend Payment Date after the first issuance of a share or fraction
         of a share of Series A Preferred Stock, in an amount per share (rounded
         to the nearest cent) equal to the greater of (a) $1 or (b) subject to
         the provision for adjustment hereinafter set forth, 100 times the
         aggregate per share amount of all cash dividends, and 100 times the
         aggregate per share amount (payable in kind) of all non-cash dividends
         or other distributions, other than a dividend payable in shares of
         Common Stock or a subdivision of the outstanding shares of Common Stock
         (by reclassification or otherwise), declared on the Common Stock since
         the immediately preceding Quarterly Dividend Payment Date or, with
         respect to the first Quarterly Dividend Payment Date, since the first
         issuance of any share or fraction of a share of Series A Preferred
         Stock. In the event the Corporation shall at any time declare or pay
         any dividend on the Common Stock payable in shares of Common Stock, or
         effect a subdivision or combination or consolidation of the outstanding
         shares of Common Stock (by reclassification or otherwise than by
         payment of a dividend in shares of Common Stock) into a greater or
         lesser number of shares of Common Stock, then in each such case the
         amount to which holders of shares of Series A Preferred Stock were
         entitled immediately prior to such event under clause (b) of the
         preceding sentence shall be adjusted by multiplying such amount by a
         fraction, the 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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         2.2. The Corporation shall declare a dividend or distribution on the
         Series A Preferred Stock as provided in paragraph 2.1 immediately after
         it declares a dividend or distribution on the Common Stock (other than
         a dividend payable in shares of Common Stock); provided that, in the
         event no dividend or distribution shall have been declared on the
         Common Stock during the period between any Quarterly Dividend Payment
         Date and the next subsequent Quarterly Dividend Payment Date, a
         dividend of $1 per share on the Series A Preferred Stock shall
         nevertheless be payable on such subsequent Quarterly Dividend Payment
         Date.

         2.3. Dividends shall begin to accrue and be cumulative on outstanding
         shares of Series A Preferred Stock from the Quarterly Dividend Payment
         Date next preceding the date of issue of such shares, unless the date
         of issue of such shares is prior to the record date for the first
         Quarterly Dividend Payment Date, in which case dividends on such shares
         shall begin to accrue from the date of issue of such shares, or unless
         the date of issue is a Quarterly Dividend Payment Date or is a date
         after the record date for the determination of holders of shares of
         Series A Preferred Stock entitled to receive a quarterly dividend and
         before such Quarterly Dividend Payment Date, in either of which events
         such dividends shall begin to accrue and be cumulative from such
         Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not
         bear interest. Dividends paid on the shares of Series A Preferred Stock
         in an amount less than the total amount of such dividends at the time
         accrued and payable on such shares shall be allocated pro rata on a
         share-by-share basis among all such shares at the time outstanding. The
         Board of Directors may fix a record date for the determination of
         holders of shares of Series A Preferred Stock entitled to receive
         payment of a dividend or distribution declared thereon, which record
         date shall be not more than 60 days prior to the date fixed for the
         payment thereof.

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

         3.1. Subject to the provision for adjustment hereinafter set forth,
         each share of Series A Preferred Stock shall entitle the holder thereof
         to 100 votes on all matters submitted to a vote of the shareowners of
         the Corporation. In the event the Corporation shall at any time declare
         or pay any dividend on the Common Stock payable in shares of Common
         Stock, or effect a subdivision or combination or consolidation of the
         outstanding shares of Common Stock (by reclassification or otherwise
         than by payment of a dividend in shares of Common Stock) into a greater
         or lesser number of shares of Common Stock, then in each such case the
         number of votes per share to which holders of shares of Series A
         Preferred Stock were entitled immediately prior to such event shall be
         adjusted by multiplying such number by a fraction, the numerator of
         which is the number of shares of Common Stock outstanding

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

         3.2. Except as otherwise provided herein, in any other Preferred Stock
         Designation creating a series of Preferred Stock or any similar stock,
         or by law, the holders of shares of Series A Preferred Stock and the
         holders of shares of Common Stock and any other capital stock of the
         Corporation having general voting rights shall vote together as one
         class on all matters submitted to a vote of shareowners of the
         Corporation.

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

         4. Certain Restrictions.

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

                  (a) declare or pay dividends, or make any other distributions,
                  on any shares of stock ranking junior (either as to dividends
                  or upon liquidation, dissolution or winding up) to the Series
                  A Preferred Stock;

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

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

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                  (d) redeem or purchase or otherwise acquire for consideration
                  any shares of Series A Preferred Stock, or any shares of stock
                  ranking on a parity with the Series A Preferred Stock, except
                  in accordance with a purchase offer made in writing or by
                  publication (as determined by the Board of Directors) to all
                  holders of such shares upon such terms as the Board of
                  Directors, after consideration of the respective annual
                  dividend rates and other relative rights and preferences of
                  the respective series and classes, shall determine in good
                  faith will result in fair and equitable treatment among the
                  respective series or classes.

         4.2. The Corporation shall not permit any subsidiary of the Corporation
         to purchase or otherwise acquire for consideration any shares of stock
         of the Corporation unless the Corporation could, under subparagraph (c)
         of paragraph 4.1, purchase or otherwise acquire such shares at such
         time and in such manner.

         5. Reacquired Shares. Any shares of Series A Preferred Stock purchased
         or otherwise acquired by the Corporation in any manner whatsoever shall
         be retired and cancelled promptly after the acquisition thereof. All
         such shares shall upon their cancellation become authorized but
         unissued shares of Preferred Stock and may be reissued as part of a new
         series of Preferred Stock subject to the conditions and restrictions on
         issuance set forth herein or in any other Preferred Stock Designation
         creating a series of Preferred Stock or any similar stock or as
         otherwise required by law.

         6. Liquidation, Dissolution or Winding Up. Upon any liquidation,
         dissolution or winding up of the Corporation, no distribution shall be
         made (i) to the holders of shares of stock ranking junior (either as to
         dividends or upon liquidation, dissolution or winding up) to the Series
         A Preferred Stock unless, prior thereto, the holders of shares of
         Series A Preferred Stock shall have received $100 per share, plus an
         amount equal to accrued and unpaid dividends and distributions thereon,
         whether or not declared, to the date of such payment, provided that the
         holders of shares of Series A Preferred Stock shall be entitled to
         receive an aggregate amount per share, subject to the provision for
         adjustment hereinafter set forth, equal to 100 times the aggregate
         amount to be distributed per share to holders of shares of Common
         Stock, or (ii) to the holders of shares of stock ranking on a parity
         (either as to dividends or upon liquidation, dissolution or winding up)
         with the Series A Preferred Stock, except distributions made ratably on
         the Series A Preferred Stock and all such parity stock in proportion to
         the total amounts to which the holders of all such shares are entitled
         upon such liquidation, dissolution or winding up. In the event the
         Corporation shall at any time declare or pay any dividend on the Common
         Stock payable in shares of Common Stock, or effect a subdivision or
         combination or consolidation of the outstanding shares of Common Stock
         (by reclassification or otherwise than by payment of a

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         dividend in shares of Common Stock) into a greater or lesser number of
         shares of Common Stock, then in each such case the aggregate amount to
         which holders of shares of Series A Preferred Stock were entitled
         immediately prior to such event under the proviso in clause (i) of the
         preceding sentence shall be adjusted by multiplying such amount by a
         fraction, the numerator of which is the number of shares of Common
         Stock outstanding immediately after such event and the denominator of
         which is the number of shares of Common Stock that were outstanding
         immediately prior to such event.

         7. Consolidation, Merger, etc. In case the Corporation shall enter into
         any consolidation, merger, combination or other transaction in which
         the shares of Common Stock are exchanged for or changed into other
         stock or securities, cash and/or any other property, then in any such
         case each share of Series A Preferred Stock shall at the same time be
         similarly exchanged or changed into an amount per share, subject to the
         provision for adjustment hereinafter set forth, equal to 100 times the
         aggregate amount of stock, securities, cash and/or any other property
         (payable in kind), as the case may be, into which or for which each
         share of Common Stock is changed or exchanged. In the event the
         Corporation shall at any time declare or pay any dividend on the Common
         Stock payable in shares of Common Stock, or effect a subdivision or
         combination or consolidation of the outstanding shares of Common Stock
         (by reclassification or otherwise than by payment of a dividend in
         shares of Common Stock) into a greater or lesser number of shares of
         Common Stock, then in each such case the amount set forth in the
         preceding sentence with respect to the exchange or change of shares of
         Series A Preferred Stock shall be adjusted by multiplying such amount
         by a fraction, the numerator of which is the number of shares of Common
         Stock outstanding immediately after such event and the denominator of
         which is the number of shares of Common Stock that were outstanding
         immediately prior to such event.

         8. No Redemption. The shares of Series A Preferred Stock shall not be
         redeemable.

         9. Rank. The Series A Preferred Stock shall rank, with respect to the
         payment of dividends and the distribution of assets, junior to all
         series of any other class of the Corporation's Preferred Stock.

         10. Amendment. The Certificate of Incorporation of the Corporation
         shall not be amended in any manner which would materially alter or
         change the powers, preferences or special rights of the Series A
         Preferred Stock so as to affect them adversely without the affirmative
         vote of the holders of at least two-thirds of the outstanding shares of
         Series A Preferred Stock, voting together as a single class.

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SERIES B VOTING PREFERRED STOCK

         1. Designation and Amount. The designation of this series, which
         consists of 1 share of Preferred Stock, is "Series B Voting Preferred
         Stock" (the "Series B Preferred Stock").

         2. Dividends and Distributions. The holder of Series B Preferred Stock
         shall be entitled to receive such dividends and distributions in equal
         amounts per share, payable in cash or otherwise, as may be declared on
         one share of the Corporation's common stock (the "Common Stock") by the
         Board of Directors from time to time out of assets or funds of the
         Corporation legally available therefor to the holder of record as it
         appears on the stock books on such record dates as are fixed by the
         Board of Directors, but only when, as and if declared by the Board of
         Directors out of funds at the time legally available for the payment of
         dividends. Such dividends shall not be cumulative.

         3. Voting Rights.

                           3.1 The share of Series B Preferred Stock shall
         entitle the holder thereof to an aggregate number of votes equal to the
         number of Exchangeable Shares (the "Exchangeable Shares") of Philsar
         Semiconductor Inc., an Ontario corporation ("Philsar") outstanding from
         time to time which are not owned by the Corporation or any of its
         direct or indirect subsidiaries. The holder of the Series B Preferred
         Stock shall be entitled to notice of any stockholder's meeting in
         accordance with the Bylaws of the Corporation.

                           3.2 Except as otherwise provided herein or by law,
         the holder of the Series B Preferred Stock and the holders of Common
         Stock shall vote together as one class on all matters submitted to a
         vote of shareholders of the Corporation.

                           3.3 Except as set forth herein, the holder of the
         Series B Preferred Stock shall have no special voting rights, and its
         consent shall not be required (except to the extent it is entitled to
         vote with holders of Common Stock as set forth herein) for taking any
         corporate action.

         4. Reacquired Shares. If the Series B Preferred Stock should be
         purchased or otherwise acquired by the Corporation in any manner
         whosoever, then the Series B Preferred Stock shall be retired and
         canceled promptly after the acquisition thereof. Such share shall upon
         its cancellation, and upon the taking of any action required by
         applicable law, become an authorized but unissued preferred share and
         may be reissued as part of a new series of preferred shares to be
         created by resolution or resolutions of the Board of Directors, subject
         to the conditions and restrictions on issuance set forth in the
         Certificate of Incorporation.

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         5. Liquidation Preference. In the event of a liquidation, dissolution
         or winding up of the Corporation ("Liquidation"), whether voluntary or
         involuntary, the holder of Series B Preferred Stock shall be entitled
         to receive out of the assets of the Corporation, whether such assets
         are capital or surplus of any nature, an amount equal to the sum of (i)
         the dividends declared but not paid thereon to the date of the final
         distribution to such holder, and (ii) $100 per share, and no more,
         before any payment shall be made or any assets distributed to the
         holders of shares of Common Stock or any other class or series of the
         Corporation's capital stock ranking junior as to liquidation rights to
         the Series B Preferred Stock (the "Junior Liquidation Stock"). The
         entire assets of the Corporation available for distribution, after the
         liquidation preferences of any class or series of capital stock ranking
         prior to the Series B Preferred Stock as to liquidation rights (the
         "Senior Liquidation Stock") are fully met, shall be distributed ratably
         among the holders of shares of any class or series of the capital stock
         of the Corporation hereafter issued having parity as to liquidation
         rights with the Series B Preferred Stock in proportion to the
         respective accrued and unpaid dividends and preferential amounts to
         which each is entitled (but only to the extent of such accrued and
         unpaid dividends and preferential amounts) when such assets are not
         sufficient to pay in full the aggregate amounts payable thereon.
         Neither a consolidation nor merger of the Corporation with another
         corporation nor a sale or transfer of all or part of the Corporation's
         assets for cash, securities or other property will be considered a
         liquidation, dissolution or winding up of the Corporation.

         6. No Conversion. The Series B Preferred Stock shall not be convertible
         into or exchangeable for any other class or series of capital stock, or
         any other securities, of the Corporation or any other corporation.

         7. Redemption. The Series B Preferred Stock shall not be subject to
         redemption by the Corporation until such time as there are no
         Exchangeable Shares outstanding which are not owned by the Corporation
         or any of its direct or indirect subsidiaries, and thereafter may be
         redeemed at any time by the Corporation, out of funds legally available
         for a stock redemption, for cash, at a price per share equal to the sum
         of $1.00 plus any declared and unpaid dividends, upon giving 30 days'
         written notice to the holder of record of the Series B Preferred Stock
         at the address of such holder set forth in the stock books of the
         Corporation. No sinking fund shall be provided for the purchase or
         redemption of Series B Preferred Stock.

         8. Cancellation. At such time as (1) the Series B Preferred Stock
         entitles its holder to a number of votes equal to zero because there
         are no Exchangeable Shares of Philsar outstanding which are not owned
         by the Corporation or any of its direct or indirect subsidiaries, and
         (2) there is no share of stock, warrant, option or other agreement,
         obligation or commitment of Philsar which by its terms could require
         Philsar to issue any Exchangeable Shares to any person

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         other than the Corporation or any of its direct or indirect
         subsidiaries, then the Series B Preferred Stock shall thereupon be
         retired and canceled promptly thereafter. Such share shall upon its
         cancellation, and upon the taking of any action required by applicable
         law, become an authorized but unissued preferred share and may be
         reissued as part of a new series of preferred shares to be created by
         resolution or resolutions of the Board of Directors, subject to the
         conditions and restrictions on issuance set forth in the Certificate of
         Incorporation.

         9. Rank The Series B Preferred Stock shall rank pari passu with the
         Common Stock, as to payment of dividends and prior to the Common Stock
         and the Corporation's Series A Preferred Stock as to distribution of
         assets upon Liquidation to the extent provided in Section 5 hereof.

FIFTH: The Corporation is to have perpetual existence.

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

SEVENTH: Subject to the rights of the holders of any series of Preferred Stock
to elect additional directors under specified circumstances, the number of
directors of the Corporation shall be fixed from time to time exclusively by the
Board of Directors pursuant to a resolution adopted by a majority of the whole
Board. A director need not be a shareowner. The election of directors of the
Corporation need not be by ballot unless the by-laws so require.

The directors, other than those who may be elected by the holders of any series
of Preferred Stock or any other series or class of stock, as provided herein or
in any Preferred Stock Designation, shall be divided into three classes, as
nearly equal in number as possible. One class of directors shall be initially
elected for a term expiring at the annual meeting of shareowners to be held in
2000, another class shall be initially elected for a term expiring at the annual
meeting of shareowners to be held in 2001, and another class shall be initially
elected for a term expiring at the annual meeting of shareowners to be held in
2002. Members of each class shall hold office until their successors are duly
elected and qualified. At each annual meeting of the shareowners of the
Corporation, commencing with the 2000 annual meeting, the successors of the
class of directors whose term expires at that meeting shall be elected by a
plurality vote of all votes cast for the election of directors at such meeting
to hold office for a term expiring at the annual meeting of shareowners held in
the third year following the year of their election.

Subject to the rights of the holders of any series of Preferred Stock, and
unless the Board of Directors otherwise determines, newly created directorships
resulting from any increase in the authorized number of directors or any
vacancies on the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from

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office or other cause may be filled only by a majority vote of the directors
then in office, though less than a quorum, and directors so chosen shall hold
office for a term expiring at the annual meeting of shareowners at which the
term of office of the class to which they have been elected expires and until
such director's successor shall have been duly elected and qualified. No
decrease in the number of authorized directors constituting the whole Board of
Directors shall shorten the term of any incumbent director.

Subject to the rights of the holders of any series of Preferred Stock or any
other series or class of stock, as provided herein or in any Preferred Stock
Designation, to elect additional directors under specific circumstances, any
director may be removed from office at any time, but only for cause and only by
the affirmative vote of the holders of at least 80 percent of the voting power
of the then outstanding capital stock of the Corporation (the "Capital Stock")
entitled to vote generally in the election of directors (the "Voting Stock"),
voting together as a single class.

No director of the Corporation shall be liable to the Corporation or its
shareowners for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its shareowners, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit. This paragraph
shall not eliminate or limit the liability of a director for any act or omission
occurring prior to the effective date of its adoption. No repeal or modification
of this paragraph, directly or by adoption of an inconsistent provision of this
Certificate of Incorporation, by the shareowners of the Corporation shall be
effective with respect to any cause of action, suit, claim or other matter that,
but for this paragraph, would accrue or arise prior to such repeal or
modification.

EIGHTH: Unless otherwise determined by the Board of Directors, no holder of
stock of the Corporation shall, as such holder, have any right to purchase or
subscribe for any stock of any class which the Corporation may issue or sell,
whether or not exchangeable for any stock of the Corporation of any class or
classes and whether out of unissued shares authorized by the Certificate of
Incorporation of the Corporation as originally filed or by any amendment thereof
or out of shares of stock of the Corporation acquired by it after the issue
thereof.

NINTH: Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between this Corporation and its
shareowners or any class of them, any court of equitable jurisdiction within the
State of Delaware may, on the application in a summary way of this Corporation
or of any creditor or shareowner thereof, or on the application of any receiver
or receivers appointed for this Corporation under the provisions of section 291
of Title 8 of the Delaware Code or on the application of trustees in dissolution
or of any receiver or receivers appointed for this Corporation under the
provisions of section

                                       12
<PAGE>

279 of Title 8 of the Delaware Code order a meeting of the creditors or class of
creditors, and/or of the shareowners or class of shareowners of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the shareowners or class of
shareowners of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the shareowners or class of shareowners, of this Corporation, as the case
may be, and also on this Corporation.

TENTH:

1. Amendment of Certificate of Incorporation. From time to time any of the
provisions of the Certificate of Incorporation may be amended, altered or
repealed, and other provisions authorized by the statutes of the State of
Delaware at the time in force may be added or inserted in the manner at the time
prescribed by said statutes, and all rights at any time conferred upon the
shareowners of the Corporation by its Certificate of Incorporation are granted
subject to the provisions of this Article Tenth. Notwithstanding anything
contained in this Certificate of Incorporation to the contrary, the affirmative
vote of the holders of at least 80% of the voting power of the then outstanding
Voting Stock, voting together as a single class, shall be required to amend or
repeal Article Seventh, this Article Tenth or Article Twelfth or adopt any
provision inconsistent with any of the foregoing articles.

2. By-laws. The Board of Directors is expressly authorized to make, alter, amend
and repeal the by-laws of the Corporation, in any manner not inconsistent with
the laws of the State of Delaware or of the Certificate of Incorporation of the
Corporation, subject to the power of the holders of the Capital Stock to alter
or repeal the by-laws made by the Board of Directors; provided, that any such
amendment or repeal by shareowners shall require the affirmative vote of the
holders of at least 80% of the voting power of the then outstanding Voting
Stock, voting together as a single class.

ELEVENTH: The shareowner vote required to approve Business Combinations (as
hereinafter defined) shall be as set forth in this Article Eleventh.

         1. Higher Vote for Business Combinations. In addition to any
         affirmative vote required by law, this Certificate of Incorporation or
         the by-laws of the Corporation, and except as otherwise expressly
         provided in Section 2 of this Article Eleventh, a Business Combination
         shall not be consummated without the affirmative vote of the holders of
         at least 80% of the voting power of the then outstanding shares of the
         Voting Stock, voting together as a single class. Such affirmative vote
         shall be required notwithstanding the fact that no vote may be
         required, or that a lesser percentage or separate class vote may be

                                       13
<PAGE>

         specified, by law or in any agreement with any national securities
         exchange or otherwise.

         2. When Higher Vote Is Not Required. The provisions of Section 1 of
         this Article Eleventh shall not be applicable to a Business Combination
         if the conditions specified in either of the following paragraphs A or
         B are met.

                  A. Approval by Continuing Directors. The Business Combination
                  shall have been approved by at least two-thirds of the
                  Continuing Directors (as hereinafter defined), whether such
                  approval is made prior to or subsequent to the date on which
                  the Interested Shareowner (as hereinafter defined) became an
                  Interested Shareowner (the "Determination Date").

                  B. Price and Procedure Requirements. Each of the seven
                  conditions specified in the following subparagraphs (i)
                  through (vii) shall have been met:

                           (i) The aggregate amount of the cash and the Fair
                           Market Value (as hereinafter defined) as of the date
                           of the consummation of the Business Combination (the
                           "Consummation Date") of any consideration other than
                           cash to be received per share by holders of Common
                           Stock in such Business Combination shall be an amount
                           at least equal to the higher amount determined under
                           clauses (a) and (b) below (the requirements of this
                           paragraph B(i) shall be applicable with respect to
                           all shares of Common Stock outstanding, whether or
                           not the Interested Shareowner has previously acquired
                           any shares of the Common Stock): (a) the highest per
                           share price (including any brokerage commissions,
                           transfer taxes and soliciting dealers' fees) paid by
                           or on behalf of the Interested Shareowner for any
                           shares of Common Stock acquired beneficially by it
                           (1) within the two-year period immediately prior to
                           the first public announcement of the proposal of the
                           Business Combination (the "Announcement Date") or (2)
                           in the transaction in which it became an Interested
                           Shareowner, whichever is higher, plus interest
                           compounded annually from the Determination Date
                           through the Consummation Date at the prime rate of
                           interest of Morgan Guaranty Trust Company of New York
                           (or of such other major bank headquartered in New
                           York City selected by at least two-thirds of the
                           Continuing Directors) from time to time in effect in
                           New York City, less the aggregate amount of any cash
                           dividends paid, and the Fair Market Value of any
                           dividends paid in other than cash, per share of
                           Common Stock from the Determination Date through

                                       14
<PAGE>

                           the Consummation Date in an amount up to but not
                           exceeding the amount of such interest payable per
                           share of Common Stock; and (b) the Fair Market Value
                           per share of Common Stock on the Announcement Date or
                           on the Determination Date, whichever is higher.

                           (ii) The aggregate amount of the cash and the Fair
                           Market Value as of the Consummation Date of any
                           consideration other than cash to be received per
                           share by holders of shares of any class or series of
                           outstanding Capital Stock, other than the Common
                           Stock, in such Business Combination shall be an
                           amount at least equal to the highest amount
                           determined under clauses (a), (b) and (c) below (the
                           requirements of this paragraph B(ii) shall be
                           applicable with respect to all shares of every class
                           or series of outstanding Capital Stock, other than
                           the Common Stock, whether or not the Interested
                           Shareowner has previously acquired any shares of a
                           particular class or series of Capital Stock):

                                    (a) the highest per share price (including
                                    any brokerage commissions, transfer taxes
                                    and soliciting dealers' fees) paid by or on
                                    behalf of the Interested Shareowner for any
                                    shares of such class or series of Capital
                                    Stock acquired beneficially by it (1) within
                                    the two-year period immediately prior to the
                                    Announcement Date or (2) in the transaction
                                    in which it became an Interested Shareowner,
                                    whichever is higher, plus interest
                                    compounded annually from the Determination
                                    Date through the Consummation Date at the
                                    prime rate of interest of Morgan Guaranty
                                    Trust Company of New York (or of such other
                                    major bank headquartered in New York City
                                    selected by at least two-thirds of the
                                    Continuing Directors) from time to time in
                                    effect in New York City, less the aggregate
                                    amount of any cash dividends paid, and the
                                    Fair Market Value of any dividends paid in
                                    other than cash, per share of such class or
                                    series of Capital Stock from the
                                    Determination Date through the Consummation
                                    Date in an amount up to but not exceeding
                                    the amount of such interest payable per
                                    share of such class or series of Capital
                                    Stock; and

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

                                       15
<PAGE>

                                    (c) the highest preferential amount per
                                    share to which the holders of shares of such
                                    class or series of Capital Stock would be
                                    entitled in the event of any voluntary or
                                    involuntary liquidation, dissolution or
                                    winding up of the affairs of the
                                    Corporation, regardless of whether the
                                    Business Combination to be consummated
                                    constitutes such an event.

                           (iii) The consideration to be received by holders of
                           a particular class or series of outstanding Capital
                           Stock (including Common Stock) shall be in cash or in
                           the same form as previously has been paid by or on
                           behalf of the Interested Shareowner in its direct or
                           indirect acquisition of beneficial ownership of
                           shares of such class or series of Capital Stock. If
                           the consideration so paid for shares of any class or
                           series of Capital Stock varied as to form, the form
                           of consideration for such class or series of Capital
                           Stock shall be either cash or the form used to
                           acquire beneficial ownership of the largest number of
                           shares of such class or series of Capital Stock
                           previously acquired by the Interested Shareowner.

                           (iv) After such Interested Shareowner has become an
                           Interested Shareowner and prior to the consummation
                           of such Business Combination, such Interested
                           Shareowner shall not have become the beneficial owner
                           of any additional shares of Capital Stock except as
                           part of the transaction that results in such
                           Interested Shareowner becoming an Interested
                           Shareowner and except in a transaction that, after
                           giving effect thereto, would not result in any
                           increase in the Interested Shareowner's percentage
                           beneficial ownership of any class or series of
                           Capital Stock; and, except as approved by at least
                           two-thirds of the Continuing Directors: (a) there
                           shall have been no failure to declare and pay at the
                           regular date therefor any full quarterly dividends
                           (whether or not cumulative) payable in accordance
                           with the terms of any outstanding Capital Stock; (b)
                           there shall have been no reduction in the annual rate
                           of dividends paid on the Common Stock (except as
                           necessary to reflect any stock split, stock dividend
                           or subdivision of the Common Stock); and (c) there
                           shall have been an increase in the annual rate of
                           dividends paid on the Common Stock as necessary to
                           reflect any reclassification (including any reverse
                           stock split), recapitalization, reorganization or any
                           similar transaction which has the effect of reducing
                           the number of outstanding shares of Common Stock.

                                       16
<PAGE>

                           (v) After such Interested Shareowner has become an
                           Interested Shareowner, such Interested Shareowner
                           shall not have received the benefit, directly or
                           indirectly (except proportionately as a shareowner of
                           the Corporation), of any loans, advances, guarantees,
                           pledges or other financial assistance or any tax
                           credits or other tax advantages provided by the
                           Corporation, whether in anticipation of or in
                           connection with such Business Combination or
                           otherwise.

                           (vi) A proxy or information statement describing the
                           proposed Business Combination and complying with the
                           requirements of the Securities Exchange Act of 1934
                           and the rules and regulations thereunder (or any
                           subsequent provisions replacing such Act, rules or
                           regulations) shall be mailed to all shareowners of
                           the Corporation at least 30 days prior to the
                           consummation of such Business Combination (whether or
                           not such proxy or information statement is required
                           to be mailed pursuant to such Act or subsequent
                           provisions). The proxy or information statement shall
                           contain on the first page thereof, in a prominent
                           place, any statement as to the advisability of the
                           Business Combination that the Continuing Directors,
                           or any of them, may choose to make and, if deemed
                           advisable by at least two-thirds of the Continuing
                           Directors, the opinion of an investment banking firm
                           selected for and on behalf of the Corporation by at
                           least two-thirds of the Continuing Directors as to
                           the fairness of the terms of the Business Combination
                           from a financial point of view to the holders of the
                           outstanding shares of Capital Stock other than the
                           Interested Shareowner and its Affiliates or
                           Associates (as hereinafter defined).

                           (vii) Such Interested Shareowner shall not have made
                           any material change in the Corporation's business or
                           equity capital structure without the approval of at
                           least two-thirds of the Continuing Directors.

                  Any Business Combination to which Section 1 of this Article
                  Eleventh shall not apply by reason of this Section 2 shall
                  require only such affirmative vote as is required by law, any
                  other provision of this Certificate of Incorporation, the
                  by-laws of the Corporation or any agreement with any national
                  securities exchange.

         3. Certain Definitions. For the purposes of this Article Eleventh:

         A. A "Business Combination" shall mean:

                                       17
<PAGE>

                           (i) any merger or consolidation of the Corporation or
                           any Subsidiary (as hereinafter defined) with (i) any
                           Interested Shareowner or (ii) any other corporation
                           (whether or not itself an Interested Shareowner)
                           which is, or after such merger or consolidation would
                           be, an Affiliate or Associate of an Interested
                           Shareowner; or

                           (ii) any sale, lease, exchange, mortgage, pledge,
                           transfer or other disposition (in one transaction or
                           a series of transactions) to or with any Interested
                           Shareowner or any Affiliate or Associate of any
                           Interested Shareowner involving any assets or
                           securities of the Corporation, any Subsidiary or any
                           Interested Shareowner or any Affiliate or Associate
                           of any Interested Shareowner having an aggregate Fair
                           Market Value of $25,000,000 or more; or

                           (iii) the adoption of any plan or proposal for the
                           liquidation or dissolution of the Corporation
                           proposed by or on behalf of any Interested Shareowner
                           or any Affiliate or Associate of any Interested
                           Shareowner; or

                           (iv) any reclassification of securities (including
                           any reverse stock split), or recapitalization of the
                           Corporation, or any merger or consolidation of the
                           Corporation with any of its Subsidiaries or any other
                           transaction (whether or not with or into or otherwise
                           involving an Interested Shareowner) that has the
                           effect, directly or indirectly, of increasing the
                           proportionate share of any class or series of Capital
                           Stock, or any securities convertible into Capital
                           Stock or into equity securities of any Subsidiary,
                           that is beneficially owned by any Interested
                           Shareowner or any Affiliate or Associate of any
                           Interested Shareowner; or

                           (v) any agreement, contract, arrangement or other
                           understanding providing for any one or more of the
                           actions specified in clauses (i) through (iv) above.

         B. A "person" shall mean any individual, firm, corporation or other
         entity and shall include any group composed of any person and any other
         person with whom such person or any Affiliate or Associate of such
         person has any agreement, arrangement or understanding, directly or
         indirectly, for the purpose of acquiring, holding, voting or disposing
         of Capital Stock.

         C. "Interested Shareowner" shall mean any person (other than the
         Corporation or any Subsidiary and other than any profit-sharing,
         employee

                                       18
<PAGE>

         stock ownership or other employee benefit plan of the Corporation, any
         Subsidiary or Rockwell International Corporation or any trustee of or
         fiduciary with respect to any such plan when acting in such capacity)
         who or which:

                           (i) is the beneficial owner of Voting Stock having
                           10% or more of the votes entitled to be cast by the
                           holders of all then outstanding shares of Voting
                           Stock; or

                           (ii) is an Affiliate or Associate of the Corporation
                           and at any time within the two-year period
                           immediately prior to the date in question was the
                           beneficial owner of Voting Stock having 10% or more
                           of the votes entitled to be cast by the holders of
                           all then outstanding shares of Voting Stock; or

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

         provided, however, that Rockwell International Corporation shall not be
         an Interested Shareowner as a result of its ownership of Capital Stock
         of the Corporation prior to the distribution of the shares of Capital
         Stock of the Corporation to the holders of capital stock of Rockwell
         International Corporation (the "Distribution").

         D. A person shall be a "beneficial owner" of any Capital Stock:

                           (i) which such person or any Affiliate or Associate
                           of such person beneficially owns, directly or
                           indirectly; or

                           (ii) which such person or any Affiliate or Associate
                           of such person has, directly or indirectly, (a) the
                           right to acquire (whether such right is exercisable
                           immediately or only after the passage of time),
                           pursuant to any agreement, arrangement or
                           understanding or upon the exercise of conversion
                           rights, exchange rights, warrants or options, or
                           otherwise, or (b) the right to vote pursuant to any
                           agreement, arrangement or understanding; or

                           (iii) which are beneficially owned, directly or
                           indirectly, by any other person with which such
                           person or any Affiliate or

                                       19
<PAGE>

                           Associate of such person has any agreement,
                           arrangement or understanding for the purpose of
                           acquiring, holding, voting or disposing of any shares
                           of Capital Stock.

         E. For the purposes of determining whether a person is an Interested
         Shareowner pursuant to paragraph C of this Section 3, the number of
         shares of Capital Stock deemed to be outstanding shall include shares
         deemed owned by the Interested Shareowner through application of
         paragraph D of this Section 3 but shall not include any other shares of
         Capital Stock that may be issuable pursuant to any agreement,
         arrangement or understanding, or upon exercise of conversion rights,
         warrants or options, or otherwise.

         F. "Affiliate" and "Associate" shall have the respective meanings
         ascribed to such terms in Rule 12b-2 of the General Rules and
         Regulations under the Securities Exchange Act of 1934, as in effect on
         November 19, 1998 (the term "registrant" in such Rule 12b-2 meaning in
         this case the Corporation).

         G. "Subsidiary" means any corporation of which a majority of any class
         of equity security is beneficially owned by the Corporation; provided,
         however, that for the purposes of the definition of Interested
         Shareowner set forth in paragraph C of this Section 3, the term
         "Subsidiary" shall mean only a corporation of which a majority of each
         class of equity security is beneficially owned by the Corporation.

         H. "Continuing Director" means any member of the Board of Directors of
         the Corporation (the "Board") who is not an Affiliate or Associate or
         representative of the Interested Shareowner and was a member of the
         Board prior to the time that the Interested Shareowner became an
         Interested Shareowner, and any successor of a Continuing Director who
         is not an Affiliate or Associate or representative of the Interested
         Shareowner and is recommended or elected to succeed a Continuing
         Director by at least two-thirds of the Continuing Directors then
         members of the Board.

         I. "Fair Market Value" means: (i) in the case of cash, the amount of
         such cash; (ii) in the case of stock, the highest closing sale price
         during the 30-day period immediately preceding the date in question of
         a share of such stock on the Composite Tape for New York Stock
         Exchange-Listed Stocks, or, if such stock is not quoted on the
         Composite Tape, on the New York Stock Exchange, or, if such stock is
         not listed on such Exchange, on the principal United States securities
         exchange registered under the Securities Exchange Act of 1934 on which
         such stock is listed, or, if such stock is not listed on any such
         exchange, the highest closing bid quotation with respect to a share of
         such stock during the 30-day period immediately preceding the date in
         question on the National Association of Securities Dealers, Inc.
         Automated Quotations System or any system then in use, or if no such
         quotations are available, the fair market value

                                       20
<PAGE>

         on the date in question of a share of such stock as determined in good
         faith by at least two-thirds of the Continuing Directors; and (iii) in
         the case of property other than cash or stock, the fair market value of
         such property on the date in question as determined in good faith by at
         least two-thirds of the Continuing Directors.

         J. In the event of any Business Combination in which the Corporation
         survives, the phrase "consideration other than cash to be received" as
         used in paragraphs B(i) and (ii) of Section 2 of this Article Eleventh
         shall include the shares of Common Stock and/or the shares of any other
         class or series of Capital Stock retained by the holders of such
         shares.

         4. Powers of Continuing Directors. Any determination as to compliance
         with this Article Eleventh, including without limitation (A) whether a
         person is an Interested Shareowner, (B) the number of shares of Capital
         Stock or other securities beneficially owned by any person, (C) whether
         a person is an Affiliate or Associate of another, (D) whether the
         requirements of paragraph B of Section 2 have been met with respect to
         any Business Combination, and (E) whether the assets that are the
         subject of any Business Combination have, or the consideration to be
         received for the issuance or transfer of securities by the Corporation
         or any Subsidiary in any Business Combination has, an aggregate Fair
         Market Value of $25,000,000 or more shall be made only upon action by
         not less than two-thirds of the Continuing Directors of the
         Corporation; and the good faith determination of at least two-thirds of
         the Continuing Directors on such matters shall be conclusive and
         binding for all the purposes of this Article Eleventh.

         5. No Effect on Fiduciary Obligations. Nothing contained in this
         Article Eleventh shall be construed to relieve the Board of Directors
         or any Interested Shareowner from any fiduciary obligation imposed by
         law.

         6. Amendment, Repeal, etc. Notwithstanding any other provisions of this
         Certificate of Incorporation or the by-laws of the Corporation (and
         notwithstanding the fact that a lesser percentage or separate class
         vote may be specified by law, this Certificate of Incorporation or the
         by-laws of the Corporation), the affirmative vote of the holders of at
         least 80% of the voting power of the then outstanding shares of Voting
         Stock, voting together as a single class, shall be required to amend or
         repeal, or adopt any provisions inconsistent with, this Article
         Eleventh; provided, however, that the preceding provisions of this
         Section 6 shall not apply to any amendment to this Article Eleventh,
         and such amendment shall require only such affirmative vote as is
         required by law and any other provisions of this Certificate of
         Incorporation or the by-laws of the Corporation, if such amendment
         shall have been approved

                                       21
<PAGE>

         by at least two-thirds of the members of the Board who are persons who
         would be eligible to serve as Continuing Directors.

TWELFTH: From and after the time of the Distribution, any action required or
permitted to be taken by the shareowners shall be taken only at an annual or
special meeting of such shareowners and not by consent in writing. Special
meetings of the shareowners for any purpose or purposes shall be called only by
the Board of Directors pursuant to a resolution adopted by a majority of the
whole Board."

                                       22
<PAGE>

                  IN WITNESS WHEREOF, this Amended and Restated Certificate of
Incorporation is executed on behalf of the Corporation by the undersigned this
____ day of March, 2003.

                                       CONEXANT SYSTEMS, INC.

                                       By: /s/ Dennis E. O'Reilly
                                          -------------------------------------
                                          Name:  Dennis E. O'Reilly
                                          Title: Senior Vice President, General
                                          Counsel and Secretary