FIRST AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                               DIAMOND FOODS, INC.
 
                 (Originally incorporated on February 14, 2005)
 
     Diamond Foods, Inc., a Delaware corporation, hereby certifies that the
First Amended and Restated Certificate of Incorporation of the corporation
attached hereto as Exhibit A, which is incorporated herein by this reference,
has been duly adopted by the corporation's Board of Directors and stockholders
in accordance with Sections 242 and 245 of the Delaware General Corporation Law,
with the approval of the corporation's stockholders having been given by written
consent without a meeting in accordance with Section 228 of the Delaware General
Corporation Law.
 
     IN WITNESS WHEREOF, said corporation has caused this First Amended and
Restated Certificate of Incorporation to be signed by its duly authorized
officer under the seal of the corporation this __ day of ___________, 2005.
 
                                        DIAMOND FOODS, INC.
 
 
                                        By: ____________________________________
                                        Michael J. Mendes, President and Chief
                                        Executive Officer
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                                    EXHIBIT A
 
                           FIRST AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                               DIAMOND FOODS, INC.
 
                                    ARTICLE I
 
     The name of the corporation is Diamond Foods, Inc.
 
                                   ARTICLE II
 
     The address of the registered office of the corporation in the State of
Delaware is 3500 South Dupont Highway, City of Dover, County of Kent, DE 19901.
The name of its registered agent at that address is Incorporating Services, Ltd.
 
                                   ARTICLE III
 
     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.
 
                                   ARTICLE IV
 
     The total number of shares of all classes of stock which the corporation
has authority to issue is 105,000,000 shares, consisting of two classes:
100,000,000 shares of Common Stock, $0.001 par value per share("Common Stock"),
and 5,000,000 shares of Preferred Stock, $0.001 par value per share ("Preferred
Stock"). Of the 5,000,000 shares of Preferred Stock, par value $0.001 per
share, authorized to be issued by the corporation, 500,000 shares are hereby
designated as "Series A Junior Participating Preferred Stock" ("Series A
Preferred Stock"). The remaining 4,500,000 shares of authorized Preferred Stock
are undesignated as to series and are issuable in accordance with the provisions
of Section B of this Article IV.  The rights, preferences, privileges and
restrictions granted to and imposed upon the Series A Preferred Stock are set
forth below in Section A of this Article IV.
 
 
                                   SECTION A
 
             RIGHTS, PREFERENCES AND RESTRICTIONS OF SERIES A JUNIOR
                       PARTICIPATING PREFERRED STOCK
 
     The rights, preferences, restrictions and other
matters relating to the Series A Preferred Stock are as follows:
 
     1.    Amount. The number of shares constituting the Series A Preferred
Stock may be increased or decreased by resolution of the Board of Directors;
provided, that no decrease shall reduce the number of shares of Series A
Preferred Stock to a number less than the number of shares then outstanding plus
the number of shares reserved for issuance upon the exercise of outstanding
options, rights or warrants or upon the conversion of any outstanding securities
issued by the corporation convertible into Series A Preferred Stock.
 
     2.   Dividends and Distributions.
 
     2.1    Subject to the rights of the holders of any shares of any series of
Preferred Stock (or any other stock) ranking prior and superior to the Series A
Preferred Stock with respect to dividends, the holders of shares of Series A
Preferred 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 (if any) per share (rounded to the nearest cent), subject to
the provision for adjustment hereinafter set forth, equal to 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 of the
Company or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Preferred Stock.  In the event the corporation
shall at any time declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than
by payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event under the preceding sentence shall be adjusted by multiplying (x)
such amount by (y) a fraction, (1) the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and (2) the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
 
     2.2     The corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in paragraph 2.1 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).
 
 
     2.3     Dividends due pursuant to paragraph 2.1 of this Section shall begin
to accrue and be cumulative on outstanding shares of Series A Preferred Stock
from the Quarterly Dividend Payment Date next preceding the date of issue of
such shares, unless the date of issue of such shares is prior to the record date
for the first Quarterly Dividend Payment Date, in which case dividends on such
shares shall begin to accrue from the date of issue of such shares, or unless
the date of issue is a Quarterly Dividend Payment Date or is a date after the
record date for the determination of holders of shares of Series A Preferred
Stock entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such dividends shall begin to
accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but
unpaid dividends shall not bear interest.  Dividends paid on the shares of
Series A Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be allocated pro
rata on a share-by-share basis among all such shares at the time outstanding.
The Board of Directors of the corporation may fix a record date for the
determination of holders of shares of Series A Preferred Stock entitled to
receive payment of a dividend or distribution declared thereon, which record
date shall be not more than 60 days prior to the date fixed for the payment
thereof.
 
     3.    Voting Rights.  The holders of shares of Series A Preferred
Stock shall have the following voting rights:
 
     3.1     Subject to the provision for adjustment hereinafter set forth, each
share of Series A Preferred Stock shall entitle the holder thereof to 100 votes
on all matters submitted to a vote of the 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 (x) such number by (y) a fraction, (1) the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and (2) the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
 
     3.2     Except as otherwise provided herein, in any other 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.
 
     3.3     Except as set forth herein, or as otherwise provided by law,
holders of Series A Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of Common Stock as set forth herein) for taking any corporate
action.
 
     4.      Certain Restrictions.
 
     4.1     Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in 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; or
 
     (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 (as to dividends and upon dissolution, liquidation or winding up) to the
Series A Preferred Stock.
 
     4.2     The corporation shall not permit any subsidiary of the corporation
to purchase or otherwise acquire for consideration any shares of stock of the
corporation unless the corporation could, under Section 4.1, purchase or
otherwise acquire such shares at such time and in such manner.
 
     5.      Reacquired Shares.  Any shares of Series A Preferred Stock
purchased or otherwise acquired by the corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof.  All such
shares shall  upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
subject to the conditions and restrictions on issuance set forth herein, 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.
 
     6.1     Upon any liquidation, dissolution or winding up of the corporation,
the holders of shares of Series A Preferred Stock shall be entitled to receive,
prior and in preference to any distribution of any assets of the corporation to
the holders of Common Stock, the amount of $1.00 per share for each share of
Series A Preferred Stock then held by them. Thereafter, 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 plus an amount equal to any accrued and unpaid dividends.  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 preceding sentence
shall be adjusted by multiplying (x) such amount by (y) a fraction (1) the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and (2) the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
 
     6.2     If the assets of the corporation legally available for distribution
to the holders of shares of Series A Preferred Stock upon liquidation,
dissolution or winding up of the corporation are insufficient to pay the full
preferential amount set forth in the first sentence of paragraph 6.1 above, then
the entire assets of the corporation legally available for distribution to the
holders of Series A Preferred Stock shall be distributed among such holders in
proportion to the shares of Series A Preferred Stock then held by them.
 
     6.3     The foregoing rights upon liquidation, dissolution or winding up
provided to the holders of Series A Preferred Stock shall be subject to the
rights of the holders of any other series of Preferred Stock (or any other
stock) ranking prior and superior to the Series A Preferred Stock upon
liquidation, dissolution or winding up.
 
     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 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 (x) such amount by (y) a fraction, (1) the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
(2) the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
 
      8.    No Redemption.  The shares of Series A Preferred Stock shall not
be redeemable.
 
                                  SECTION B
 
                         UNDESIGNATED PREFERRED STOCK
 
 
     The Board of Directors is authorized, subject to any limitations prescribed
by the law of the State of Delaware, to provide for the issuance of the shares
of Preferred Stock in one or more series, and, by filing a Certificate of
Designation pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included in each such
series, to fix the designation, powers, preferences and rights of the shares of
each such series and any qualifications, limitations or restrictions thereof,
and to increase or decrease the number of shares of any such series (but not
below the number of shares of such series then outstanding). The number of
authorized shares of Preferred Stock may also be increased or decreased (but not
below the number of shares thereof then outstanding) by the affirmative vote of
the holders of a majority of the stock of the corporation entitled to vote (and
without a separate class vote of the holders of Preferred Stock), unless a vote
of any other holders is required pursuant to a Certificate or Certificates
establishing a series of Preferred Stock.
 
     Except as otherwise required by law, each outstanding share of Common Stock
shall entitle the holder thereof to one vote on each matter properly submitted
to the stockholders of the corporation for their vote; provided, however, that,
except as otherwise required by law, holders of Common Stock shall not be
entitled to vote on any amendment
 
 
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<PAGE>
 
to this Certificate of Incorporation (including any Certificate establishing a
series of Preferred Stock) that relates solely to the terms of one or more
outstanding series of Preferred Stock if the holders of such affected series are
entitled, either separately or together as a class with the holders of one or
more other such series, to vote thereon pursuant to this Certificate of
Incorporation (including any Certificate establishing a series of Preferred
Stock).
 
     Except as otherwise expressly provided in any Certificate establishing a
series of Preferred Stock pursuant to the foregoing provisions of Section B of
this Article IV, any new series of Preferred Stock may be designated, fixed and
determined as provided herein by the Board of Directors without approval of the
holders of Common Stock or the holders of Preferred Stock, or any series
thereof, and any such new series may have powers, preferences and rights,
including, without limitation, voting rights, dividend rights, liquidation
rights, redemption rights and conversion rights, senior to, junior to or pari
passu with the rights of the Common Stock, the Preferred Stock, or any future
class or series of Preferred Stock or Common Stock.
 
                                    ARTICLE V
 
     The Board of Directors of the corporation shall have the power to adopt,
amend or repeal the Bylaws of the corporation.
 
                                   ARTICLE VI
 
     For the management of the business and for the conduct of the affairs of
the corporation, and in further definition, limitation and regulation of the
powers of the corporation, of its directors and of its stockholders or any class
thereof, as the case may be, it is further provided that:
 
     (A) The business and affairs of the corporation shall be managed under the
direction of the Board of Directors. The number of directors shall be fixed from
time to time exclusively by resolution of the Board of Directors.
 
     (B) Notwithstanding the foregoing provision of this Article VI, each
director shall hold office until such director's successor is elected and
qualified, or until such director's earlier death, resignation or removal. No
decrease in the authorized number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.
 
     (C) Subject to the rights of the holders of any series of Preferred Stock,
any vacancy occurring in the Board of Directors for any cause, and any newly
created directorship resulting from any increase in the authorized number of
directors, shall (i) unless and to the extent the Board of Directors by
resolution determines otherwise, or (ii) as otherwise provided by law, be filled
exclusively by the affirmative vote of a majority of the directors then in
office, although less than a quorum, or by a sole remaining director, and not by
the stockholders. Any director elected in accordance with the preceding sentence
shall hold office for the remainder of the full term of the director for which
the vacancy was created or occurred.
 
 
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<PAGE>
 
     (D) Subject to the rights of the holders of any series of Preferred Stock
to elect additional directors under specified circumstances, the directors shall
be divided, with respect to the time for which they severally hold office, into
three classes designated as Class I, Class II and Class III, respectively.
Directors shall be assigned to each class in accordance with a resolution or
resolutions adopted by the Board of Directors, with the number of directors in
each class to be divided as equally as reasonably possible. The term of office
of the Class I directors shall expire at the corporation's first annual meeting
of stockholders following the closing of the corporation's initial public
offering pursuant to an effective registration statement under the Securities
Act of 1933, as amended, covering the offer and sale of Common Stock to the
public (the "INITIAL PUBLIC OFFERING"), the term of office of the Class II
directors shall expire at the corporation's second annual meeting of
stockholders following the Initial Public Offering, and the term of office of
the Class III directors shall expire at the corporation's third annual meeting
of stockholders following the Initial Public Offering. At each annual meeting of
stockholders commencing with the first annual meeting of stockholders following
the Initial Public Offering, directors elected to succeed those directors of the
class 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, or
until such director's earlier death, resignation or removal.
 
     (E) Election of directors need not be by written ballot unless the Bylaws
of the corporation shall so provide.
 
     (F) No action shall be taken by the stockholders of the corporation except
at an annual or special meeting of stockholders called in accordance with the
Bylaws of the corporation, and no action shall be taken by the stockholders by
written consent. Special meetings of stockholders may be called only by the
Board of Directors.
 
     (G) Advance notice of stockholder nominations for the election of directors
of the corporation and of business to be brought by stockholders before any
meeting of stockholders of the corporation shall be given in the manner provided
in the Bylaws of the corporation. Business transacted at special meetings of
stockholders shall be confined to the purpose or purposes stated in the notice
of meeting.
 
                                   ARTICLE VII
 
     To the fullest extent permitted by law, no director of the corporation
shall be personally liable for monetary damages for breach of fiduciary duty as
a director. Without limiting the effect of the preceding sentence, if the
Delaware General Corporation Law is hereafter amended to authorize the further
elimination or limitation of the liability of a director, then the liability of
a director of the corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.
 
     Neither any amendment nor repeal of this Article VII, nor the adoption of
any provision of this Certificate of Incorporation inconsistent with this
Article VII, shall eliminate, reduce or otherwise adversely affect any
limitation on the personal liability of a director of the corporation existing
at the time of such amendment, repeal or adoption of such an inconsistent
provision.
 
 
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