RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             CAVCO INDUSTRIES, INC.
 
                        UNDER SECTIONS 242 AND 245 OF THE
                        DELAWARE GENERAL CORPORATION LAW
 
         CAVCO INDUSTRIES, INC. ("the Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, hereby certifies as follows:
 
      1.    The name of the Corporation is:
 
                             Cavco Industries, Inc.
 
The Corporation was originally incorporated under the same name upon the filing
of the Certificate of Incorporation of the Corporation with the Secretary of
State of the State of Delaware on January 14, 2003.
 
      2.    The restatement and amendment of the Certificate of Incorporation
has been duly adopted by a resolution of the Board of Directors of the
Corporation (the "Board of Directors") proposing and declaring advisable this
Restated Certificate of Incorporation, and the sole holder of all shares of the
capital stock of the Corporation has duly approved and adopted this Restated
Certificate of Incorporation, all in accordance with the provisions of Sections
228, 242 and 245 of the General Corporation Law of the State of Delaware.
 
      3.    This Restated Certificate of Incorporation restates and amends the
Certificate of Incorporation of the Corporation.
 
      4.    The text of the Certificate of Incorporation is hereby restated and
amended to read in its entirety as follows:
 
      FIRST: The name of the Corporation is Cavco Industries, Inc. (hereinafter,
the "Corporation").
 
      SECOND: The address of the registered office of the Corporation in the
State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington,
County of New Castle, Delaware 19808, and the name of the registered agent of
the Corporation at such address is Corporation Service Company.
 
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      THIRD: The purpose of the Corporation 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 (the "DGCL").
 
      FOURTH: The aggregate number of shares of capital stock that the
Corporation shall have authority to issue is 11,000,000, of which 10,000,000
shares are classified as common stock, par value $.01 per share ("Common
Stock"), and 1,000,000 shares are classified as preferred stock, par value $.01
per share ("Preferred Stock").
 
      The Corporation may issue shares of any class or series of its capital
stock from time to time for such consideration and for such corporate purposes
as the Board of Directors of the Corporation (the "Board of Directors") may from
time to time determine.
 
      The following is a statement of the powers, preferences and rights, and
the qualifications, limitations or restrictions, of the Preferred Stock and the
Common Stock:
 
                           DIVISION A. PREFERRED STOCK
 
      The shares of Preferred Stock may be divided into and issued in one or
more series, the relative rights, powers and preferences of which series may
vary in any and all respects. The Board of Directors is expressly vested with
the authority to fix, by resolution or resolutions adopted prior to and
providing for the issuance of any shares of each particular series of Preferred
Stock, and incorporate in a certificate of designations filed with the Secretary
of State of the State of Delaware, the designations, powers, preferences,
rights, qualifications, limitations and restrictions thereof, of the shares of
each series of Preferred Stock, to the extent not provided for in this Restated
Certificate of Incorporation. The Board of Directors is also expressly vested
with the authority to increase or decrease the number of shares within each such
series; provided, however, that the Board of Directors may not decrease the
number of shares within a series of Preferred Stock below the number of shares
within such series that is then issued. The authority of the Board of Directors
with respect to fixing the designations, powers, preferences, rights,
qualifications, limitations and restrictions of each such series of Preferred
Stock shall include, but not be limited to, determination of the following:
 
      (1)   the distinctive designation and number of shares of that series;
 
      (2)   the rate of dividends (or the method of calculation thereof) payable
with respect to shares of that series, the dates, terms and other conditions
upon which such dividends shall be payable, and the relative rights of priority
of such dividends to dividends payable on any other class or series of capital
stock of the Corporation;
 
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      (3)   the nature of the dividend payable with respect to shares of that
series as cumulative, noncumulative or partially cumulative, and if cumulative
or partially cumulative, from which date or dates and under what circumstances;
 
      (4)   whether shares of that series shall be subject to redemption, and,
if made subject to redemption, the times, prices, rates, adjustments and other
terms and conditions of such redemption (including the manner of selecting
shares of that series for redemption if fewer than all shares of such series are
to be redeemed);
 
      (5)   the rights of the holders of shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation (which rights may be different if such action is voluntary than if
it is involuntary), including the relative rights of priority in such event as
to the rights of the holders of any other class or series of capital stock of
the Corporation;
 
      (6)   the terms, amounts and other conditions of any sinking or similar
purchase or other fund provided for the purchase or redemption of shares of that
series;
 
      (7)   whether shares of that series shall be convertible into or
exchangeable for shares of capital stock or other securities of the Corporation
or of any other corporation or entity, and, if provision be made for conversion
or exchange, the times, prices, rates, adjustments, and other terms and
conditions of such conversion or exchange;
 
      (8)   the extent, if any, to which the holders of shares of that series
shall be entitled (in addition to any voting rights provided by law) to vote as
a class or otherwise with respect to the election of directors or otherwise;
 
      (9)   the restrictions and conditions, if any, upon the issue or reissue
of any additional Preferred Stock ranking on a parity with or prior to shares of
that series as to dividends or upon liquidation, dissolution or winding up;
 
      (10)  any other repurchase obligations of the Corporation, subject to any
limitations of applicable law; and
 
      (11)  any other designations, powers, preferences, rights, qualifications,
limitations or restrictions of shares of that series.
 
      Any of the designations, powers, preferences, rights, qualifications,
limitations or restrictions of any series of Preferred Stock may be dependent on
facts ascertainable outside this Restated Certificate of Incorporation, or
outside the resolution or resolutions providing for the issue of such series of
Preferred Stock adopted by the Board of Directors pursuant to authority
expressly vested in it by this Restated Certificate of Incorporation. Except as
applicable law or this Restated Certificate of
 
 
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Incorporation otherwise may require, the terms of any series of Preferred Stock
may be amended without consent of the holders of any other series of Preferred
Stock or any class of capital stock of the Corporation.
 
      The relative powers, preferences and rights of each series of Preferred
Stock in relation to the powers, preferences and rights of each other series of
Preferred Stock shall, in each case, be as fixed from time to time by the Board
of Directors in the resolution or resolutions adopted pursuant to the authority
granted in this Division A of this Article Fourth, and the consent, by class or
series vote or otherwise, of holders of Preferred Stock of such of the series of
Preferred Stock as are from time to time outstanding shall not be required for
the issuance by the Board of Directors of any other series of Preferred Stock,
whether or not the powers, preferences and rights of such other series shall be
fixed by the Board of Directors as senior to, or on a parity with, the powers,
preferences and rights of such outstanding series, or any of them; provided,
however, that the Board of Directors may provide in such resolution or
resolutions adopted with respect to any series of Preferred Stock that the
consent of holders of at least a majority (or such greater proportion as shall
be therein fixed) of the outstanding shares of such series voting thereon shall
be required for the issuance of shares of any or all other series of Preferred
Stock.
 
      Shares of any series of Preferred Stock shall have no voting rights except
as required by law or as provided in the relative powers, preferences and rights
of such series.
 
                            DIVISION B. COMMON STOCK
 
      1.    Dividends. Dividends may be paid on the Common Stock, as the Board
of Directors shall from time to time determine, out of any assets of the
Corporation available for the payment of such dividends after full cumulative
dividends on all outstanding shares of capital stock of all series ranking
senior to the Common Stock in respect of dividends and liquidation rights
(referred to in this Division B as "stock ranking senior to the Common Stock")
have been paid, or have been declared and a sum sufficient for the payment
thereof has been set apart, for all past quarterly dividend periods, and after
or concurrently with making payment of or provision for dividends on all
outstanding shares of stock ranking senior to the Common Stock for the then
current quarterly dividend period.
 
      2.    Distribution of Assets. In the event of any liquidation, dissolution
or winding up of the Corporation, after there shall have been paid to or set
aside for the holders of the stock ranking senior to the Common Stock the full
preferential amounts to which they are respectively entitled, the holders of the
Common Stock shall be entitled to receive, on a pro rata basis, all of the
remaining assets of the Corporation available for distribution to its
stockholders. The Board of Directors, by vote of a majority of the members
thereof, may distribute in kind to the holders of the Common
 
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Stock such remaining assets of the Corporation, or may sell, transfer or
otherwise dispose of all or any of the remaining property and assets of the
Corporation to any other corporation or other purchaser and receive payment
therefor wholly or partly in cash or property, or in stock of any such
corporation, or in obligations of such corporation or other purchaser, and may
sell all or any part of the consideration received therefor and distribute the
same or the proceeds thereof to the holders of the Common Stock.
 
      3.    Voting Rights. Subject to the voting rights expressly conferred
under prescribed conditions upon the stock ranking senior to the Common Stock,
the holders of the Common Stock shall exclusively possess full voting power for
the election of directors and for all other purposes.
 
                   DIVISION C. OTHER PROVISIONS APPLICABLE TO
                                  CAPITAL STOCK
 
      1.    Preemptive Rights. No holder of any stock of the Corporation shall
be entitled as of right to purchase or subscribe for any part of any unissued or
treasury stock of the Corporation, or of any additional stock of any class, to
be issued by reason of any increase of the authorized capital stock of the
Corporation, or to be issued from any unissued or additionally authorized stock,
or of bonds, certificates of indebtedness, debentures or other securities
convertible into stock of the Corporation, but any such unissued or treasury
stock, or any such additional authorized issue of new stock or securities
convertible into stock, may be issued and disposed of by the Board of Directors
to such persons, firms, corporations or associations, and upon such terms as the
Board of Directors may, in its discretion, determine, without offering to the
stockholders then of record, or any class of stockholders, any thereof, on the
same terms or any terms.
 
      2.    Votes Per Share. Any stockholder of the Corporation having the right
to vote at any meeting of the stockholders or of any class or series thereof,
shall be entitled to one vote for each share of stock held by him, except as
otherwise provided with respect to any series of Preferred Stock pursuant to
this Restated Certificate of Incorporation or a resolution of the Board of
Directors providing for the establishment of such series of Preferred Stock;
provided that no holder of Common Stock shall be entitled to cumulate his votes
for the election of one or more directors or for any other purpose.
 
      FIFTH: (a) Directors. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors. In addition to the
authority and powers conferred on the Board of Directors by the DGCL or by the
other provisions of this Restated Certificate of Incorporation, the Board of
Directors is authorized and empowered to exercise all such powers and do all
such acts and things as may be exercised or done by the Corporation, subject to
the provisions of the DGCL,
 
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this Restated Certificate of Incorporation and the Bylaws of the Corporation;
provided, however, that no Bylaws hereafter adopted, or any amendments thereto,
shall invalidate any prior act of the Board of Directors that would have been
valid if such Bylaws or amendment had not been adopted.
 
            (b)   Number, Election and Terms of Directors. The number of
directors which shall constitute the whole Board of Directors shall be fixed
from time to time by a majority of the directors then in office, but in any
event shall not be less than one nor more than 15. Effective upon and commencing
as of the first date on which the Board of Directors shall fix the number of
directors which shall constitute the whole Board of Directors to be a number
equal to or greater than three, the directors, other than those who may be
elected by the holders of any series of Preferred Stock, shall be divided into
three classes: Class I, Class II and Class III, it being understood that the
Board of Directors shall assign each person who is then serving as a director to
one of such classes. Such classes shall be as nearly equal in number of
directors as possible. Each director shall serve for a term ending on the third
annual meeting of stockholders following the annual meeting of stockholders at
which that director was elected; provided, however, that the directors first
designated as Class I directors shall serve for a term expiring at the annual
meeting of stockholders next following the date of their designation as Class I
directors, the directors first designated as Class II directors shall serve for
a term expiring at the second annual meeting of stockholders next following the
date of their designation as Class II directors, and the directors first
designated as Class III directors shall serve for a term expiring at the third
annual meeting of stockholders next following the date of their designation as
Class III directors. Each director shall hold office until the annual meeting of
stockholders at which that director's term expires and, the foregoing
notwithstanding, shall serve until his successor shall have been duly elected
and qualified or until his earlier death, resignation or removal.
 
            At each annual election, the directors chosen to succeed those whose
terms then expire shall be of the same class as the directors they succeed,
unless, by reason of any intervening changes in the authorized number of
directors, the Board of Directors shall have designated one or more
directorships whose term then expires as directorships of another class in order
to more nearly achieve equality of number of directors among the classes.
 
            In the event of any change in the authorized number of directors,
each director then continuing to serve as such shall nevertheless continue as a
director of the class of which he is a member until the expiration of his
current term, or his prior death, resignation or removal. The Board of Directors
shall specify the class to which a newly created directorship shall be
allocated.
 
            Election of directors need not be by written ballot unless the
Bylaws of the Corporation so provide.
 
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            (c)   Removal of Directors. No director of the Corporation may be
removed from office as a director by vote or other action of the stockholders or
otherwise except for cause, and then only by the affirmative vote of the holders
of at least a majority of the voting power of all outstanding shares of capital
stock of the Corporation generally entitled to vote in the election of
directors, voting together as a single class. Except as applicable law otherwise
provides, cause for the removal of a director shall be deemed to exist only if
the director whose removal is proposed: (i) has been convicted, or has been
granted immunity to testify in any proceeding in which another has been
convicted, of a felony by a court of competent jurisdiction and that conviction
is no longer subject to direct appeal; (ii) has been found to have been
negligent or guilty of misconduct in the performance of his duties to the
Corporation in any matter of substantial importance to the Corporation by (A)
the affirmative vote of at least 80% of the directors then in office at any
meeting of the Board of Directors called for that purpose or (B) a court of
competent jurisdiction; or (iii) has been adjudicated by a court of competent
jurisdiction to be mentally incompetent, which mental incompetency directly
affects his ability to serve as a director of the Corporation. Notwithstanding
the foregoing, whenever holders of outstanding shares of one or more series of
Preferred Stock are entitled to elect members of the Board of Directors pursuant
to a resolution of the Board of Directors providing for the establishment of any
series of Preferred Stock, any such director of the Corporation so elected may
be removed in accordance with the provisions of this Restated Certificate of
Incorporation or such resolution.
 
            (d)   Vacancies. Except as a resolution of the Board of Directors
providing for the establishment of any series of Preferred Stock may provide
otherwise, newly created directorships resulting from any increase in the number
of directors and any vacancies on the Board of Directors resulting from death,
resignation, removal, disqualification or other cause shall be filled 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. Any director elected in
accordance with the preceding sentence shall hold office for the remainder of
the full term of the class of directors in which the new directorship was
created or the vacancy occurred and until that director's successor shall have
been elected and qualified or until his earlier death, resignation or removal.
No decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.
 
            (e)   Amendment of this Article Fifth. In addition to any other
affirmative vote required by applicable law, this Article Fifth may not be
amended, modified or repealed except by the affirmative vote of the holders of
at least sixty six and two-thirds percent (66-2/3%) of the voting power of all
outstanding shares of capital stock of the Corporation generally entitled to
vote in the election of directors, voting together as a single class.
 
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            SIXTH: (a) Action by Written Consent; Special Meetings. No action
required to be taken or that may be taken at any annual or special meeting of
the stockholders of the Corporation may be taken without a meeting, and the
power of the stockholders of the Corporation to consent in writing to the taking
of any action by written consent without a meeting is specifically denied.
Unless otherwise provided by the DGCL, by this Restated Certificate of
Incorporation or by any provisions established pursuant to Article Fourth hereof
with respect to the rights of holders of one or more outstanding series of
Preferred Stock, special meetings of the stockholders of the Corporation may be
called at any time only by the Chairman of the Board of Directors, the President
and Chief Executive Officer of the Corporation, or by the Board of Directors
pursuant to a resolution approved by the affirmative vote of at least a majority
of the members of the Board of Directors, and no such special meeting may be
called by any other person or persons.
 
            (b)   Amendment of this Article Sixth. In addition to any other
affirmative vote required by applicable law, this Article Sixth may not be
amended, modified or repealed except by the affirmative vote of the holders of
at least sixty six and two-thirds percent (66-2/3%) of the voting power of all
outstanding shares of capital stock of the Corporation generally entitled to
vote in the election of directors, voting together as a single class.
 
      SEVENTH: No director of the Corporation shall be personally liable to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director of the Corporation; provided, however, that this
Article Seventh shall not eliminate or limit the liability of such a director
(1) for any breach of such director's duty of loyalty to the Corporation or its
stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) under Section 174 of
the DGCL, as the same exists or as such provision may hereafter be amended,
supplemented or replaced, or (4) for any transactions from which such director
derived an improper personal benefit. If the DGCL is amended after the filing of
this Restated Certificate of Incorporation to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Corporation, in addition to the limitation on personal
liability provided herein, shall be limited to the fullest extent permitted by
such law, as so amended. Any repeal or modification of this Article Seventh by
the stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
Corporation existing at the time of such repeal or modification.
 
      EIGHTH: (a) Indemnification. Each person who was or is made a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding"), by reason of the fact that he or she is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise (an "Indemnitee"), shall
 
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be indemnified and held harmless by the Corporation to the fullest extent
permitted by the DGCL and other applicable law in effect on the date of the
filing of this Restated Certificate of Incorporation, and to such greater extent
as applicable law may thereafter permit, against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement incurred by
such Indemnitee in connection with such a Proceeding, and such right of
indemnification shall continue with respect to an Indemnitee who has ceased to
be such a director or officer and shall inure to the benefit of his or her
heirs, executors and administrators. The rights of an Indemnitee under the
immediately proceeding sentence shall include, but not be limited to, the right
to be indemnified to the fullest extent permitted by Section 145(b) of the DGCL
in the case of Proceedings by or in the right of the Corporation and to the
fullest extent permitted by Section 145(a) of the DGCL in the case of all other
Proceedings.
 
            (b)   Advancement of Expenses. An Indemnitee shall be entitled to
the payment of expenses (including attorneys' fees) incurred in defending any
Proceeding in advance of the final disposition thereof in accordance with the
provisions set forth in the Bylaws of the Corporation or, if no provisions
relating to the advancement of expenses are set forth therein, in accordance
with such terms and conditions as the Board of Directors deems appropriate.
 
            (c)   Determination of Entitlement to Indemnification. A
determination as to whether an Indemnitee is entitled to indemnification in
respect of any expenses (including attorneys' fees), judgments, fines or amounts
paid in settlement incurred by such Indemnitee in connection with a Proceeding
shall be made in accordance with Section 145(d) of the DGCL and the provisions
set forth in the Bylaws of the Corporation.
 
            (d)   Non-Exclusivity. The rights conferred by this Article Eighth
shall not be exclusive of any other rights which an Indemnitee or any other
person may now or hereafter have under this Restated Certificate of
Incorporation or any bylaw, agreement, vote or stockholder or disinterested
directors or otherwise.
 
      NINTH: The Board of Directors is expressly empowered to adopt, amend or
repeal the Bylaws of the Corporation. Any adoption, amendment or repeal of the
Bylaws of the Corporation by the Board of Directors shall require the
affirmative vote of at least eighty percent (80%) of all directors then in
office at any regular or special meeting of the Board of Directors called for
that purpose. In addition to any other affirmative vote required by applicable
law, this Article Ninth may not be amended, modified or repealed except by the
affirmative vote of the holders of at least eighty percent (80%) of the voting
power of all outstanding shares of capital stock of the Corporation generally
entitled to vote in the election of directors, voting together as a single
class.
 
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      TENTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of the DGCL or on the application of trustees in
dissolution or of any receiver or receivers appointed for the Corporation under
the provisions of Section 279 of the DGCL, order a meeting of the creditors or
class of creditors, and/or the stockholders or a class of stockholders of the
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 stockholders or class of
stockholders of the Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of the Corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which said application has
been made, be binding on all of the creditors or class of creditors, and/or the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the Corporation.
 
      ELEVENTH: The Corporation has elected not to be governed by Section 203 of
the DGCL until the first date on which no person (as defined in such Section) is
the beneficial owner (as such term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934) of at least a majority of the outstanding voting stock (as
defined in such Section) of the Corporation. From such date forward, the
Corporation shall be governed by Section 203 of the DGCL, and will continue to
be governed by such section even if after such date a person becomes the
beneficial owner of a majority (or more) of the outstanding voting stock of the
Corporation.
 
      IN WITNESS WHEREOF, the Corporation has caused the Restated Certificate of
Incorporation to be signed and attested by its duly authorized officer, this
30th day of June 2003.
 
                                               CAVCO INDUSTRIES, INC.
 
                                               By:  /s/ JOSEPH H. STEGMAYER
                                                   -------------------------
                                                   Name:  Joseph H. Stegmayer
                                                   Title:  President and C.E.O.
 
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