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                                                                     Exhibit 4.2





                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                             PIPER JAFFRAY COMPANIES


                  Piper Jaffray Companies, a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), does hereby certify
as follows:

                  1. The name of the Corporation is "Piper Jaffray Companies."
The Corporation was originally incorporated under the name "Piper Jaffray &
Co.", and the original Certificate of Incorporation was filed with the Secretary
of State of the State of Delaware on April 28, 2003.

                  2. This Amended and Restated Certificate of Incorporation
("Certificate of Incorporation") was duly adopted in accordance with Section 245
of the General Corporation Law of the State of Delaware. Pursuant to Sections
242 and 228 of the General Corporation Law of the State of Delaware, the
amendments and restatement herein set forth have been duly adopted by the Board
of Directors and the sole stockholder of the Corporation.

                  3. Pursuant to Section 245 of the General Corporation Law of
the State of Delaware, this Certificate of Incorporation restates and integrates
and amends the provisions of the Certificate of Incorporation of this
Corporation.

                  4. Pursuant to Section 103(d) of the General Corporation Law
of the State of Delaware, this Certificate of Incorporation shall become
effective at 5:00 p.m., Eastern Standard time on December 31, 2003.

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

                                   ARTICLE I

                                      NAME

                  The name of the corporation (which is hereinafter referred to
as the "Corporation") is:

                             Piper Jaffray Companies

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                                   ARTICLE II

                                REGISTERED OFFICE

                  The registered office of the Corporation in the State of
Delaware shall be in the City of Wilmington, County of New Castle, and the
name and address of the Registered Agent in charge thereof shall be The
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801.

                                  ARTICLE III

                                     PURPOSE

                  The purpose of the Corporation shall be to engage in any
lawful act or activity for which corporations may be organized and incorporated
under the General Corporation Law of the State of Delaware.

                                   ARTICLE IV

                                      STOCK

                  Section 1. AUTHORIZATION. The Corporation shall be authorized
to issue 105,000,000 shares of capital stock, of which 100,000,000 shares shall
be shares of Common Stock, par value $0.01 per share ("Common Stock"), and
5,000,000 shares shall be shares of Preferred Stock, par value $0.01 per share
("Preferred Stock").

                  Section 2. PREFERRED STOCK RIGHTS. Shares of Preferred Stock
may be issued from time to time in one or more series. The Board of Directors of
the Corporation (the "Board of Directors") is hereby authorized by resolution or
resolutions to fix the voting rights, if any, designations, powers, preferences
and the relative, participation, optional or other rights, if any, and the
qualifications, limitations or restrictions thereof, of any unissued series of
Preferred Stock; and to fix the number of shares constituting such series, and
to increase or decrease the number of shares of any such series (but not below
the number of shares thereof then outstanding).


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                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                  1. DESIGNATION AND AMOUNT. The shares of the series of
      Preferred Stock shall be designated as "Series A Junior Participating
      Preferred Stock" (the "Series A Preferred Stock") and the number of
      shares constituting the Series A Preferred Stock shall be 1,000,000.
      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.

                  (A) 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, of the Corporation, and of any other junior
      stock, shall be entitled to receive, when, as and if declared by the
      Board of Directors out of funds legally available for the purpose,
      quarterly dividends payable in cash on the first day of March, June,
      September and December in each year (each such date being referred to
      herein as a "Quarterly Dividend Payment Date"), commencing on the first
      Quarterly Dividend Payment Date after the first issuance of a share or
      fraction of a share of Series A 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

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      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.

                  (B) The Corporation shall declare a dividend or
      distribution on the Series A Preferred Stock as provided in paragraph
      (A) of this Section 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.

                  (C) 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

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      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:

                  (A) 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 stockholders 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 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.

                  (B) Except as otherwise provided herein, in any other
      Certificate of Designations 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 stockholders
      of the Corporation.

                  (C) 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

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      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.


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

                  (i) 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;

                  (ii) 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;

                  (iii) 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

                  (iv) 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


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         of such shares upon such terms as the Board of Directors, after
         consideration of the respective annual dividend rates and other
         relative rights and preferences of the respective series and classes,
         shall determine in good faith will result in fair and equitable
         treatment among the respective series or classes.

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

                  5. REACQUIRED SHARES. Any shares of Series A 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, in the Certificate of Incorporation, or in
      any other Certificate of Designations 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 (1) 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 (2) 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

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      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 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 (1) 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.

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                  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.

                  Section 3. COMMON STOCK VOTING RIGHTS. Except as otherwise
provided by law or by the resolution or resolutions adopted by the Board of
Directors designating the rights, power and preferences of any series of
Preferred Stock, the Common Stock shall have the exclusive right to vote for the
election of directors and for all other purposes. Each share of Common Stock
shall have one vote, and the Common Stock shall vote together as a single class.

                                   ARTICLE V

                               BOARD OF DIRECTORS

                  Section 1. NUMBER OF DIRECTORS. Except as otherwise provided
by the resolution or resolutions adopted by the Board of Directors designating
the rights, powers and preferences of any series of Preferred Stock, the number
of directors of the Corporation shall be fixed, and may be increased or
decreased from time to time, exclusively by resolution of the Board of
Directors.

                  Section 2. WRITTEN BALLOT. Unless and except to the extent
that the Bylaws of the Corporation shall so require, the election of directors
of the Corporation need not be by written ballot.

                  Section 3. CLASSES. The directors, other than those who may be
elected by the holders of any series of Preferred Stock as set forth in this
Certificate of Incorporation, shall be


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divided into three classes, as nearly equal in number as possible and designated
Class I, Class II and Class III. Class I shall be initially elected for a term
expiring at the annual meeting of stockholders to be held in 2004, Class II
shall be initially elected for a term expiring at the annual meeting of
stockholders to be held in 2005, and Class III shall be initially elected for a
term expiring at the annual meeting of stockholders to be held in 2006. Members
of each class shall hold office until their successors are elected and
qualified. At each succeeding annual meeting of the stockholders of the
Corporation, the successors of the class of directors whose term expires at that
meeting shall be elected for a term expiring at the annual meeting of
stockholders held in the third year following the year of their election. In
case of any increase or decrease, from time to time, in the number of directors,
other than those who may be elected by the holders of any series of Preferred
Stock as set forth in this Certificate of Incorporation, the number of directors
in each class shall be apportioned as nearly equal as possible.

                  Section 4. REMOVAL. Except as otherwise provided by the
resolution or resolutions adopted by the Board of Directors designating the
rights, powers and preferences of any series of Preferred Stock, any director or
the entire Board of Directors may be removed from office only for cause.

                  Section 5. VACANCIES. Except as otherwise provided by the
resolution or resolutions adopted by the Board of Directors designating the
rights, powers and preferences of any series of Preferred Stock, newly created
directorships resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause shall be filled
solely by the affirmative vote of a majority of the remaining directors then in
office, even though less than a quorum of the Board of Directors, or by the sole
remaining director. Any director so chosen shall hold office until his or her
successor shall be elected and qualified and until the next election of the
class for which such director shall have been chosen. No decrease in the number
of directors shall shorten the term of any incumbent director.


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                                   ARTICLE VI

                               AMENDING THE BYLAWS

                  In furtherance and not in limitation of the powers conferred
by law, the Board of Directors is expressly authorized and empowered to adopt,
amend and repeal the Bylaws of the Corporation at any regular or special meeting
of the Board of Directors or by written consent, subject to the power of the
stockholders of the Corporation to adopt, amend or repeal any Bylaws.

                                  ARTICLE VII

                    AMENDING THE CERTIFICATE OF INCORPORATION

                  The Corporation reserves the right at any time from time to
time to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, and any other provisions authorized by the laws of
the State of Delaware at the time in force may be added or inserted, in the
manner now or hereafter prescribed by law. All rights, preferences and
privileges of whatsoever nature conferred upon stockholders, directors or any
other persons whomsoever by and pursuant to this Certificate of Incorporation in
its present form or as hereafter amended are granted subject to the right
reserved in this Article.

                                  ARTICLE VIII

                DIRECTOR LIABILITY; INDEMNIFICATION AND INSURANCE

                  Section 1. ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS. The
personal liability of the directors of the Corporation shall be eliminated to
the fullest extent permitted by law. No amendment, modification or repeal of
this Article, adoption of any provision in this Certificate of Incorporation, or
change in the law or interpretation of the law shall adversely affect any right
or protection of a director or officer of the Corporation under this Article
VIII with respect to any act or omission that occurred prior to the time of such
amendment, modification, repeal, adoption or change.

                  Section 2. INDEMNIFICATION AND INSURANCE.


                  (a) RIGHT TO INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil,


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criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the General Corporation Law
of the State of Delaware, as the same exists or may hereafter be amended (but,
in the case of any such amendment, to the fullest extent permitted by law, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, amounts paid or to be paid in settlement, and
excise taxes or penalties arising under the Employee Retirement Income Security
Act of 1974) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; PROVIDED, HOWEVER, that, except
as provided in paragraph (b) this section, the Corporation shall indemnify any
such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Board. The right to indemnification conferred in this Section
shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition; PROVIDED, HOWEVER, that, if the General Corporation Law
of the State of Delaware requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section or otherwise. The Corporation may, by action


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of the Board, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.

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

                  (c) NON-EXCLUSIVITY OF RIGHTS. The right to indemnification
and the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation (as it may be amended from time to
time), Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.

                  Section 3. INSURANCE. The Corporation may maintain insurance,
at its expense, to protect itself and any director, officer, employee or agent
of the Corporation or another corporation, partnership, joint venture, trust or
other enterprise against any such expense, liability


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or loss, whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the General Corporation Law
of the State of Delaware.

                                   ARTICLE IX

                              STOCKHOLDER MEETINGS

                  Any action required or permitted to be taken by stockholders
may be effected only at a duly called annual or special meeting of stockholders
and may not be effected by a written consent or consents by stockholders in lieu
of such a meeting.

                  Except as otherwise required by law or provided by the
resolution or resolutions adopted by the Board of Directors designating the
rights, powers and preferences of any series of Preferred Stock, special
meetings of stockholders of the Corporation may be called only by (a) the Board
of Directors pursuant to a resolution approved by a majority of the entire Board
of Directors or (b) the Chairman of the Board of Directors, and any power of
stockholders to call a special meeting is specifically denied.

                                   ARTICLE X

                             SUPERMAJORITY AMENDMENT

                  Notwithstanding any other provisions of this Certificate of
Incorporation or the Bylaws (and notwithstanding that a lesser percentage may be
specified by law), the provisions of Article V, Article IX and this Article X
hereof may not be altered, amended or repealed unless such alteration, amendment
or repeal is approved by the affirmative vote of the holders of not less than
eighty percent (80%) of the voting power of all of the outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors, considered for purposes of this Article X as a single class.


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                  IN WITNESS WHEREOF, Piper Jaffray Companies has caused this
Amended and Restated Certificate of Incorporation to be executed by James L.
Chosy, its Secretary, this 30th day of December, 2003.




                                               /s/ James L. Chosy
                                               -----------------------------
                                               Name:   James L. Chosy
                                               Title:  Secretary