Amended & Restated Certificate of Incorporation





TABLE OF CONTENTS




									
	ARTICLE ONE
	ARTICLE TWO
	ARTICLE THREE
	ARTICLE FOUR
	ARTICLE FIVE
	ARTICLE SIX
	ARTICLE SEVEN
	ARTICLE EIGHT
	ARTICLE NINE
	ARTICLE TEN
	ARTICLE ELEVEN
	ARTICLE TWELVE
	ARTICLE THIRTEEN
	ARTICLE FOURTEEN
	ARTICLE FIFTEEN
	Amended & Restated Cert. of Incorp. of the Company
	Employee Stock Purchase Plan
	Opinion of Sidley & Austin
	Consent of Grant Thornton LLP
	Consent of Arthur Andersen LLP








EXHIBIT 4.1












AMENDED AND




RESTATED




CERTIFICATE OF INCORPORATION




OF




KPMG CONSULTING, INC.




      This is the Amended and Restated Certificate of Incorporation of KPMG
Consulting, Inc., a Delaware corporation, the original Certificate of
Incorporation of which was filed with the Secretary of State of the State of
Delaware on August 17, 1999.








ARTICLE ONE




      The name of the corporation (which is hereinafter referred to as the
“Corporation”) is KPMG Consulting, Inc.








ARTICLE TWO




      The address of the registered office of the Corporation in the State of
Delaware is 30 Old Rudnick Lane, Suite 100, City of Dover, County of Kent, Zip
Code 19901. The name of the registered agent of the Corporation at such
address is Lexis Document Services Inc.








ARTICLE THREE




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








ARTICLE FOUR




      4.1 Capital Stock. The total number of shares of capital stock which the
Corporation has authority to issue is 1,010,000,000, consisting of 10,000,000
shares of Preferred Stock, par value $.01 per share (“Preferred Stock”), and
1,000,000,000 shares of Common Stock, par value $.01 per share (“Common
Stock”).


      4.2 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 create
and 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 or restrictions thereof.









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      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 such series then outstanding);
	 
	 	      (c) Whether dividends, if any, shall be cumulative or noncumulative
and the dividend rate of the series;
	 
	 	      (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, and the preferences, if any, of 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 or
exchangeable 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 of such other security,
the conversion price or prices or exchange rate or rates, any adjustments
thereof, the date or dates at which such shares shall be convertible or
exchangeable and all other terms and conditions upon which such
conversion or exchange may be made;
	 
	 	      (i) Restrictions on the issuance of shares of the same series or of
any other class or series;
	 
	 	      (j) The voting rights, if any, of the holders of shares of the
series; and
	 
	 	      (k) Such other powers, preferences and relative, participating,
optional and other special rights, and the qualifications, limitations
and restrictions thereof as the Board of Directors shall determine.



            4.3 Common Stock. Except as otherwise provided by law, by this
Certificate of Incorporation or any amendments hereto or in a Preferred Stock
Designation, all of the voting power of the stockholders of the Corporation
shall be vested in the holders of the Common Stock, and holders of shares of
Preferred Stock shall not be entitled to receive notice of any meeting of
stockholders at which they are not entitled to vote. Each holder of Common
Stock shall have one vote for each share of Common Stock held by such holder on
all matters voted upon by the stockholders. The following is a statement of
the powers, preferences and


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participating, optional or other special rights,
and the qualifications, limitations and restrictions of the Common Stock:


             (1) Dividends. Subject to the rights of the holders of Preferred Stock,
and subject to any other provisions of this Certificate of Incorporation,
holders of Common Stock shall be entitled to receive such dividends and other
distributions in cash, stock of any corporation or property of the Corporation
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 and shall share
equally on a per share basis in all such dividends and other distributions.


             (2) Voting Rights. (a) At every meeting of the stockholders of the
Corporation every holder of Common Stock shall be entitled to one vote in
person or by proxy for each share of Common Stock standing in his or her name
in the transfer books of the Corporation in connection with the election of
directors and all other matters submitted to a vote of stockholders.


             (b) At any meeting of stockholders, the presence in person or by proxy of
the holders of shares entitled to cast a majority of all the votes which could
be cast at such meeting by the holders of all of the outstanding shares of
stock of the Corporation entitled to vote at such meeting shall constitute a
quorum.


             (3) Liquidation or Dissolution. In the event of any dissolution,
liquidation or winding up of the affairs of the Corporation, whether voluntary
or involuntary, after payment, or setting apart for payment, in full of the
amounts required to be paid to the holders of Preferred Stock, if any, the
remaining assets and funds of the Corporation shall be distributed pro rata to
the holders of Common Stock. For purposes of this paragraph (3), unless
otherwise provided with respect to any series of Preferred Stock, the voluntary
sale, conveyance, lease, exchange or transfer (for cash, shares of stock,
securities or other consideration) of all or substantially all of the assets of
the Corporation or a consolidation or merger of the Corporation with one or
more other corporations (whether or not the Corporation is the corporation
surviving such consolidation or merger) shall not be deemed to be a
liquidation, dissolution or winding up, either voluntary or involuntary.


             4.4 Record Holders. The Corporation shall be entitled to treat the person
in whose name any share of its capital stock is registered on the stock
transfer books of the Corporation 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.


             4.5 Reverse Split. Effective immediately upon the filing of this Amended
and Restated Certificate of Incorporation with the Secretary of State of the
State of Delaware (the “Effective Time”), each 5.045011933 shares of Common
Stock held of record as of the Effective Time or held in the Corporation’s
treasury as of the Effective Time shall be automatically reclassified and
converted, without further action on the part of the holder thereof, into one
share of Common Stock. No fractional share of Common Stock shall be issued to
any holder upon such reclassification and conversion. From and after the
Effective Time, such holder shall have no further interest as a stockholder in
respect of any such fractional share and, in lieu of


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receiving such fractional
share, shall be entitled to receive an amount in cash equal to the value of
such fractional share based on the initial public offering price of each share
of Common Stock, without interest. Such payment of cash in lieu of the
fractional share shall be made promptly after the closing of the initial public
offering of the Corporation (the “IPO”).


             Nothing contained in this Section 4.5 is intended to amend or modify
Sections 4.1 or 4.2.








ARTICLE FIVE




             5.1 By-Laws; Accounts and Books. In furtherance and not in limitation of
the powers conferred by law, the Board of Directors is expressly authorized:



		
	 	       (a) to adopt, amend or repeal the By-Laws of the Corporation;
provided, however, that the By-Laws may also be adopted, amended or
repealed by 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 outstanding
Voting Stock (as defined below), voting together as a single class; and
	 
	 	       (b) from time to time to determine whether and to what extent, and
at what times and places, and under what conditions and regulations, the
accounts, books and documents of the Corporation, or any of them, shall
be open to inspection of stockholders; and, except as so determined, or
as expressly provided in this Certificate of Incorporation or in any
Preferred Stock Designation, no stockholder shall have any right to
inspect any account, book or document of the Corporation other than such
rights as may be conferred by applicable law.



             For purposes of this Certificate of Incorporation, “Voting Stock” shall
mean the outstanding shares of capital stock of the Corporation entitled to
vote generally in the election of directors.


             5.2 Other Constituencies. The Board of Directors of the Corporation, when
evaluating any offer of another party to (a) make a tender or exchange offer
for any equity security of the Corporation; (b) merge or consolidate the
Corporation with another corporation or entity; or (c) purchase or otherwise
acquire all or substantially all of the properties and assets of the
Corporation, may, in connection with the exercise of its judgment in
determining what is in the best interests of the Corporation and its
stockholders, give due consideration to any and all factors the directors deem
relevant, including, without limitation: (i) the effects upon the employees,
suppliers, customers, strategic partners, creditors and others having similar
relations with the Corporation, upon the communities in which the Corporation
conducts its business or on such other constituencies of the Corporation as the
Board of Directors considers relevant under the circumstances; (ii) not only
the consideration being offered (after taking into account taxes) in relation
to the then current market price for the Corporation’s outstanding shares of
capital stock, but also the Board of Directors’ estimate of the (A) future
value of the Corporation (including the unrealized value of its properties and
assets) as an independent going concern and (B) the current value of the
Corporation in a freely negotiated transaction; (iii) the purpose of the
Corporation, and any of its subsidiaries, to provide quality products and
services, employment


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opportunities and employment benefits and otherwise
contribute to the communities in which it conducts its business on a long-term
basis; (iv) whether the proposed transaction might violate federal or state
laws; or (v) the long-term as well as short-term interests of the Corporation
and its stockholders, including the possibility that such interests may be best
served by the continued independence of the Corporation. If, on the basis of
such factors, the Board of Directors determines that a proposal or offer to
acquire the Corporation’s equity securities, to merge or consolidate the
Corporation, or to sell its assets is not in the best interests of the
Corporation, it may reject the proposal or offer. If the Board of Directors
determines to reject any such proposal or offer, the Board of Directors shall
have no obligation to facilitate, to remove any barriers to, or to refrain from
impeding the proposal or offer, except in each case to the extent required by
applicable law. Except to the extent required by applicable law, the
consideration of any or all of such factors shall not be a violation of the
business judgment rule or of any duty of the directors to the stockholders or a
group of stockholders, even if the directors reasonably determine that any such
factor or factors outweigh the financial or other benefits to the Corporation
or a stockholder or group of stockholders. Nothing in this Section 5.2 shall
create any duty owed by any director of the Corporation to any person or entity
to consider, or afford any particular weight to, any of the foregoing matters
or to limit his or her consideration to the foregoing matters. No such
employee, former employee, supplier, customer, strategic partner, creditor or
community or member thereof shall have any rights against any director of the
Corporation or the Corporation under this Section 5.2








ARTICLE SIX




             6.1 Meetings of Stockholders. Meetings of stockholders may be held within
or without the State of Delaware, as the By-Laws of the Corporation may
provide. The books of the Corporation may be kept outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.


             6.2 Special Meetings of Stockholders. Subject to any rights of the
holders of any series of Preferred Stock to elect additional directors under
specified circumstances, special meetings of stockholders of the Corporation
may be called only by the Board of Directors pursuant to a resolution approved
by a majority of the whole Board of Directors or by the Chairman of the Board
of Directors. Business transacted at any special meeting of stockholders shall
be limited to matters relating to the purpose or purposes stated in the
Corporation’s notice of meeting. For purposes of this Certificate of
Incorporation, “whole Board of Directors” means the total number of directors
which the Corporation would then have on the Board of Directors if there were
no vacancies.


             6.3 No Stockholder Action by Written Consent. Prior to such time as the
Corporation effects an initial public offering of the Common Stock registered
under the Securities Act of 1933, as amended, any action required or permitted
to be taken at any meeting of the stockholders may be taken without a meeting
if stockholders holding the number of shares required to approve such action
consent in writing (which may be in counterparts), and the written consent or
consents are filed with the proceedings of the stockholders. At or after such
time as the Corporation effects an initial public offering of the Common Stock,
but subject to any rights of the holders of any series of Preferred Stock to
elect additional directors under specified


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circumstances or to consent to
specific actions taken by the Corporation, any action required or permitted to
be taken by the stockholders of the Corporation must be effected only at a duly
called annual or special meeting of stockholders of the Corporation and may not
be effected by any consent in writing in lieu of a meeting of such
stockholders.





ARTICLE SEVEN

             7.1 Number of Directors. Subject to any rights of the holders of any
series of Preferred Stock to elect additional directors under specified
circumstances, the number of directors which shall constitute the whole Board
of Directors of the Corporation shall be such number as shall from time to time
be fixed by resolution adopted by affirmative vote of a majority of the whole
Board of Directors. The Board of Directors, other than as may be expressly
provided as to any directors who may be elected by the holders of any series of
Preferred Stock, shall be divided into three classes, as nearly equal in number
as possible, and designated as Class I, Class II and Class III. The term of
office of the Class I directors shall expire at the 2001 annual meeting of
stockholders (to be held after the IPO), the term of office of the Class II
directors shall expire at the 2002 annual meeting of stockholders, and the term
of office of the Class III directors shall expire at the 2003 annual meeting of
stockholders. At each annual meeting of stockholders, beginning with the 2001
annual meeting of stockholders, directors elected to succeed those directors
whose terms then expire shall be elected for a term of office to expire at the
third succeeding annual meeting of stockholders after their election. The
foregoing notwithstanding, each director shall serve until his or her successor
shall have been duly elected and qualified, unless he or she shall die, resign,
retire, become disqualified or be removed. If the number of directors is
changed, any increase or decrease shall be apportioned among the classes so as
to maintain the number of directors in each class as nearly equal as possible,
except as may be expressly provided as to any directors who may be elected by
the holders of any series of Preferred Stock. In no case will a decrease in
the number of directors shorten the term of any incumbent director.


             7.2 Powers, Qualifications and Removal. The business of the Corporation
shall be managed by or under the direction of the Board of Directors. A
majority of the whole Board of Directors shall constitute a quorum for the
transaction of business. Any director may tender his resignation at any time.
Subject to any rights of the holders of any series of Preferred Stock, any
director may be removed from office at any time, but only for cause and then
only by the affirmative vote of the holders of the least sixty six and
two-thirds percent (66 2/3 %) of the voting power of the then outstanding
Voting Stock, voting together as a single class.


             7.3 Newly Created Directorships and Vacancies. Subject to any rights of
the holders of any series of Preferred Stock to fill newly created
directorships or vacancies under specified circumstances, any newly created
directorships resulting from any increase in the authorized number of directors
and any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other reason shall, unless
otherwise expressly required by law, be filled only by a resolution adopted by
the affirmative vote of a majority of the directors then in office, even if
less than a quorum, and each director so chosen shall hold office for a term
expiring at the annual meeting of stockholders at which the term of office of
the class to which such director has been elected expires and until his or her


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successor shall have been duly elected and qualified, or until his or her
earlier death, resignation, retirement, disqualification, removal from office
or other reason.


             7.4 Ballots Not Required. Election of directors need not be by written
ballot unless the By-Laws of the Corporation so provide.








ARTICLE EIGHT




             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 DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit. If
the DGCL 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 DGCL, as so amended. No amendment or repeal of this Article
Eight, or adoption of any provision to this Certificate of Incorporation, by
the stockholders of the Corporation shall adversely affect any right or
protection of a director of the Corporation existing hereunder in respect of
any act or omission occurring prior to such amendment, repeal or adoption.








ARTICLE NINE




             9.1 Indemnification. The Corporation shall indemnify to the fullest
extent permitted under the DGCL any person who was or is a party to (or witness
in) or is threatened to be made a party to (or witness in) any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he or she is or was or has agreed to
become a director or officer of the Corporation, or is or was serving (or who
has agreed to serve) at the request of the Corporation as a director, officer,
employee or agent of or in any other capacity with respect to another
corporation, partnership, limited liability company, joint venture, trust or
other enterprise, against expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him or
her in connection with such action, suit or proceeding if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.


             9.2 Expenses. Expenses (including attorneys’ fees) incurred in defending
a civil, criminal, administrative or investigative action, suit or proceeding
(1) in the case of any action, suit or proceeding against a director or officer
of the Corporation, shall be paid by the Corporation or (2) in the case of any
action, suit or proceeding against an employee or agent of the Corporation may,
as authorized by the Board of Directors, be paid by the Corporation, in each
case in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of the indemnified person to
repay such amount if it shall ultimately


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be determined that he or she is not
entitled to be indemnified by the Corporation as authorized in this Article
Nine.


             9.3 Indemnification of Employees and Agents. 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 employee or agent of
the Corporation to the fullest extent of the provisions of this Article Nine
with respect to the indemnification and advancement of expenses of directors
and officers of the Corporation.


             9.4 Not Exclusive. The indemnification and other rights set forth in this
Article Nine shall not be exclusive of any provisions with respect thereto in
the By-Laws of the Corporation or any other contract or agreement between the
Corporation and any officer, director, employee or agent of the Corporation or
any person who is or was serving (or who has agreed to serve) at the request of
the Corporation as a director, officer, employee or agent of or in any other
capacity with respect to another corporation, partnership, limited liability
company, joint venture, trust or other enterprise. The Corporation may enter
into one or more agreements with any person which provide for indemnification
greater or different than that provided by this Article Nine.


             9.5 No Reduction. Neither the amendment nor repeal of this Article Nine
nor the adoption of any provision of this Certificate of Incorporation
inconsistent with Article Nine shall eliminate or reduce the benefits of
Article Nine in respect of any act or omission occurring prior to such
amendment, repeal or adoption of an inconsistent provision or in respect of any
cause of action, suit or claim relating to any such act or omission which would
have given rise to a right of indemnification or right to receive expenses
pursuant to this Article Nine if such provision had not been so amended or
repealed or if a provision inconsistent therewith had not been so adopted.








ARTICLE TEN




             10.1 Restrictions on Business Combinations. In addition to any
affirmative vote that may be required by law, this Certificate of Incorporation
or the By-Laws of the Corporation, and except as otherwise expressly provided
in Section 10.2;


             (i) any merger or consolidation of the Corporation or any subsidiary of
the Corporation with or into (each term as defined below) (A) any Related
Person or (B) any Person that is an Affiliate of a Related Person; or


             (ii) any sale, lease, exchange, transfer or other disposition by the
Corporation to any Related Person or any Affiliate of any Related Person of all
or substantially all of the assets of the Corporation; or


             (iii) any reclassification of securities (including any reverse stock
split) or recapitalization of the Corporation for which the approval of
stockholders of the Corporation is otherwise required, or any merger,
consolidation or share exchange of the Corporation with any of its subsidiaries
for which the approval of stockholders of the Corporation is otherwise
required, which has the effect, either directly or indirectly, of increasing by
more than 1% the


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proportionate share of the outstanding Common Stock or Voting
Stock Beneficially Owned (as defined below) by any Related Person or any
Affiliate of any Related Person; or


             (iv) any dissolution of the Corporation voluntarily caused or proposed by
or on behalf of a Related Person or any Affiliate of any Related Person; shall,
in each case, require the affirmative vote of shares representing (x) not less
than sixty six and two-thirds percent (66 2/3 %) of the votes entitled to be cast by the Voting Stock, voting
together as a single class, and (y) a majority of the votes entitled to be cast
by the Voting Stock (excluding all shares Beneficially Owned, directly or
indirectly, by any Related Person or any Affiliate of a Related Person), voting
together as a single class, with respect to such Business Combination. Such
affirmative vote shall be required, notwithstanding the fact that no vote may
be required, or that a lesser percentage may be specified, by law, elsewhere in
this Certificate of Incorporation, in the By-laws of the Corporation or in any
agreement with any national securities exchange or otherwise.


             10.2 Exceptions. The provisions of Section 10.1 shall not be applicable
to any particular Business Combination, and such Business Combination shall
require only such affirmative vote as is required by law, the By-Laws of the
Corporation and any other provision of the Certificate of Incorporation, if all
of the conditions specified in either of the following Section 10.2 (i) or
10.2(ii) are met:


             (i) the cash, property, securities or other consideration to be received
per share by holders of the Common Stock in the Business Combination is either
(A) the same in form and amount per share as the highest consideration paid by
the Related Person in a tender or exchange offer in which such Related Person
acquired at least 50% of the outstanding Common Stock and which was consummated
not more than one year prior to the date of such Business Combination, or if
earlier, the entering into of a definitive agreement providing therefor or (B)
not less in amount (as to cash) or Fair Market Value (as to consideration other
than cash) as of the date of the determination of the Highest Per Share Price
(as to property, securities or other consideration) than the Highest Per Share
Price; provided that, in the event of any Business Combination in which the
Corporation survives, any shares retained by the holders thereof shall
constitute consideration other than cash for purposes of this Section 10.2(i);
or


             (ii) a majority of the Continuing Directors shall have expressly approved
such Business Combination either in advance of or subsequent to such Related
Person’s having become a Related Person.


             In the case of any Business Combination with a Related Person to which
Section 10.2 (ii) above does not apply, a majority of the Continuing Directors,
promptly following the request of a Related Person, shall determine the Highest
Per Share Price for each class or series of stock of the Corporation. Such
determination shall be announced not less than five days prior to the meeting
at which holders of shares vote on the Business Combination. Such
determination shall be final, unless the Related Person becomes the Beneficial
Owner of additional shares of Common Stock after the date of the earlier
determination, in which case the Continuing Directors shall make a new
determination as to the Highest Per Share Price for each class or series of
shares prior to the consummation of the Business Combination.


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             A Related Person shall be deemed to have acquired a share at the time that
such Related Person became the Beneficial Owner thereof. With respect to
shares owned by Affiliates, Associates and other Persons whose ownership is
attributable to a Related Person, if the price paid by such Related Person for
such shares is not determinable by a majority of the Continuing Directors, the
price so paid shall be deemed to be the higher of (i) the price paid upon the
acquisition thereof by the Affiliates, Associate or other Person or (ii) the
Fair Market Value of the shares in question at the time when the Related Person
became the Beneficial Owner thereof.


             10.3 Definitions. For purposes of this Article Ten and notwithstanding
anything to the contrary set forth in this Certificate of Incorporation:


             (i) The term “Affiliate,” used to indicate a relationship to a specified
Person, shall mean a Person that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with,
such specified Person.


             (ii) The term “Associate,” used to indicate a relationship with a
specified Person, shall mean (A) any corporation, partnership, limited
liability company, association, joint venture or other organization (other than
the Corporation or any wholly owned subsidiary of the Corporation) of which
such specified Person is director, officer or partner or is, directly or
indirectly, the Beneficial Owner of 10% or more of any class of equity
securities; (B) any trust or other estate in which such specified Person has a
beneficial interest of 10% or more as to which such specified Person serves as
trustee or in a similar fiduciary capacity; (C) any Person who is a director or
officer of such specified Person or any of its parents or subsidiaries (other
than the Corporation or any wholly owned subsidiary of the Corporation); and
(D) any relative or spouse of such specified Person or of any of its
Associates, or any relative of any such spouse, who has the same home as such
specified Person or such Associate.


             (iii) A Person shall be a “Beneficial Owner” of any stock (A) which such
Person or any of its Affiliates or Associates beneficially owns, directly or
indirectly; or (B) which such Person or any of its Affiliates or Associates
has, directly or indirectly, (1) 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, provided, that a
Person shall not be deemed the Beneficial Owner of stock tendered pursuant to a
tender or exchange offer made by such Person or any of such Person’s Affiliates
or Associates until such tendered stock is accepted for purchase or exchange,
or (2) the right to vote pursuant to any agreement, arrangement or
understanding, provided, that a Person shall not be deemed the owner of any
stock because of such Person’s right to vote such stock if the agreement,
arrangement or understanding to vote such stock arises solely from a revocable
proxy or consent given in response to a proxy or consent solicitation made to
10 or more Persons; or (C) which is beneficially owned, directly or indirectly,
by any other Person, with which such Person or any of its Affiliates or
Associates has any agreement, arrangements or understanding for the purpose of
acquiring, holding, voting (except voting pursuant to a revocable proxy or
consent as described in clause (B)(2) of this paragraph) or disposing of such
stock; or (D) of which such Person would be the Beneficial Owner pursuant to
the terms of Rule 13d-3 of the Exchange Act, as amended. Stock shall be deemed
“Beneficially Owned” by the Beneficial Owner or Owners thereof.


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             (iv) The term “Business Combination” shall mean any transaction which is
referred to in any one or more of clauses (i) through (iv) of Section 10.1.


             (v) The term “Continuing Director” shall mean, with respect to a Business
Combination with a Related Person, any director of the Corporation who is
unaffiliated with the Related Person and was a director prior to the time that
the Related Person became a Related Person, and any successor of a Continuing
Director who is unaffiliated with the Related Person and is recommended or
nominated to succeed a Continuing Director by a majority of the Continuing
Directors. Without limiting the generality of the foregoing, a director shall
be deemed to be affiliated with a Related Person if such director (A) is a
partner, officer, director or employee of such Related Person; (B) is an
Affiliate or Associate of such Related Person; (C) is a relative or spouse of
such Related Person or of any such partner, officer, director, Affiliate or
Associate; (D) performs services, or is a partner, member, officer, director,
employee, greater than 5% stockholder or other equity owner of any organization
(other than the Corporation and its subsidiaries) which performs services for
such Related Person or any Affiliate of such Related Person, or is a relative
or spouse of any such Person; or (E) was nominated for election as a director
by such Related Person.


             (vi) The term “Fair Market Value” shall mean, in the case of securities,
the average of the closing sales prices during the 30-day period immediately
preceding the date in question of such security on the principal United States
securities exchange registered under the Securities Exchange Act of 1934, as
amended, on which such security is listed (or the composite tape therefor) or,
if such securities are not listed on any such exchange, the average of the last
reported sales price (if so reported) or the closing bid quotations with
respect to such security during the 30-day period preceding the date in
question on the New York Stock Exchange or, if no such quotations are
available, the fair market value on the date in question of such security as
determined in good faith by a majority of the Continuing Directors; and in the
case of property other than cash or securities, the fair market value of such
property on the date in question as determined in good faith by a majority of
the Continuing Directors.


             (vii) The term “Highest Per Share Price” shall mean, with respect to a
Related Person, the highest price that can be determined to have been paid or
agreed to be paid for any share or shares of the Common Stock or Voting Stock
by such Related Person in a transaction that either (1) resulted in such
Related Person’s Beneficially Owning 15% or more of the Common Stock or Voting
Stock outstanding or (2) was effected at a time when such Related Person
Beneficially Owned 15% or more of the Common Stock or Voting Stock outstanding,
in either case occurring not more than one year prior to the date of the
Business Combination. In determining the Highest Per Share Price, appropriate
adjustment will be made to take into account (w) distributions paid or payable
in stock, (x) subdivisions of outstanding stock, (y) combinations of shares of
stock into a smaller number of shares and (z) similar events.


             (viii) The term “Person” shall mean any individual, corporation, limited
liability company, association, partnership, joint venture, trust, estate or
other entity or organization.


             (ix) The term “Related Person” shall mean any Person (other than the
Corporation or any subsidiary of the Corporation and other than any profit
sharing, employee ownership or other employee benefit plan of the Corporation
or any subsidiary of the corporation


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or any trustee of or fiduciary with
respect to any such plan when acting in such capacity) who or which (A) is the
Beneficial Owner of 15% or more of the Common Stock or Voting Stock
outstanding; or (B) is an Affiliate of the Corporation and at any time within
the two-year period immediately prior to the date in question was the
Beneficial Owner of 15% or more of the Common Stock or Voting Stock
outstanding. For the purposes of determining whether a Person is a Related
Person, the number of shares of any class or series deemed to be outstanding
shall include shares of such class or series of which the Person is deemed the
Beneficial Owner, but shall not include any other shares which may be issuable
pursuant to any agreement, arrangement or understanding, or upon exercise of
conversion rights, warrants or options, otherwise. Notwithstanding anything to
the contrary herein, KPMG LLP, its successors or assignees, its Affiliates or
Associates and any Person who receives Beneficial Ownership of 15% or more of
the outstanding Common Stock directly from any of the foregoing Persons shall
not be deemed to be Related Persons.


             10.4 Fiduciary Obligations. Nothing contained in this Article Ten shall
be construed to relieve any Related Person from any fiduciary obligation
imposed by law.


             10.5 Amendment. Notwithstanding any other provision of this Certificate
of Incorporation (and notwithstanding that a lesser percentage may be specified
by law), the affirmative vote of shares representing (x) not less than sixty
six and two-thirds percent (66 2/3 %) of the Voting Stock, voting together as a single class and (y)
not less than a majority of the Voting Stock voting together as a single class,
not Beneficially Owned, directly or indirectly, by any Related Person or any
Affiliate of a Related Person shall be required to amend or repeal, or adopt
any provisions inconsistent with, this Article Ten.








ARTICLE ELEVEN




             Any merger, consolidation, sale, lease, exchange, transfer or
reclassification (whether or not such transaction involves a Related Person)
which, pursuant to the DGCL, requires the approval of the stockholders of the
Corporation, shall not be effected without the affirmative vote of shares
representing not less than sixty six and two-thirds percent (66 2/3 %) of the
Voting Stock, voting together as a single class.








ARTICLE TWELVE




             The Corporation is to have perpetual existence.








ARTICLE THIRTEEN




             The Corporation reserves the right at any time and from time to time to
amend or repeal any provision contained in this Certificate of Incorporation or
any Preferred Stock Designation, and any other provisions authorized by the
laws of the State of Delaware at the time in force may be adopted by the
Corporation, in the manner now or hereafter prescribed herein or by law; and
all rights, preferences and privileges of whatsoever nature conferred upon
stockholders, directors or any other persons whomsoever by and pursuant to this
Certificate of


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Incorporation in its present form or as hereafter amended are
granted subject to the right reserved in this Article Thirteen; provided,
however, that any amendment or repeal of, or adoption of any provision
inconsistent with, Article Eight or Article Nine of this Certificate of Incorporation shall not adversely affect any right or protection existing
hereunder in respect of any act or omission occurring prior to such amendment
or repeal or adoption of any provision inconsistent therewith; and provided
further that no Preferred Stock Designation shall be amended after the issuance
of any shares of the series of Preferred Stock created thereby, except in
accordance with the terms of the Certificate of Designation or such Preferred
Stock Designation and the requirements of applicable law.








ARTICLE FOURTEEN




             Notwithstanding any provisions of this Certificate of Incorporation to the
contrary, Article Five, Section 6.2, Section 6.3, Section 7.1, Section 7.2,
Section 7.3, Article Eleven, Article Thirteen and this Article Fourteen shall
not be amended or repealed and no provision inconsistent therewith or herewith
shall be adopted without 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
outstanding Voting Stock, voting together as a single class. Article Ten of
this Certificate of Incorporation may be amended or repealed, or a provision
inconsistent therewith may be adopted, only in accordance with Section 10.5 of
this Certificate of Incorporation.








ARTICLE FIFTEEN

             The Corporation expressly elects not to be governed by Section 203 of the
DGCL.


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             IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation
which restates, integrates and amends the provisions of the Certificate of
Incorporation of the Corporation, and which has been duly adopted by written
consent of the majority shareholder in accordance with Sections 228, 242 and
245 of the Delaware General Corporation Law, has been executed by an authorized
officer of the Corporation this 7th day of February, 2001.



	 	 
		KPMG  CONSULTING, INC.
























	 
		By:      /s/ David W. Black



Name:  David W. Black

Title:  Executive Vice

President, Secretary and

General Counsel




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