CDN

EXHIBIT A
RESTATED
CERTIFICATE OF INCORPORATION
OF CADENCE DESIGN SYSTEMS, INC.


ARTICLE I



The name of the corporation is Cadence Design Systems, Inc.

ARTICLE II

The address of the registered office of the corporation in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent in the
State of Delaware is The Corporation Trust Company.

ARTICLE III

The purpose of the corporation is to engage in any lawful act or
activity for which corporations may now or hereafter be organized under the
General Corporation Law of the State of Delaware.

ARTICLE IV

The corporation is authorized to issue two (2) classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total
number of shares which the corporation is authorized to issue is Six Hundred
Million Four Hundred Thousand (600,400,000) shares. Six Hundred Million
(600,000,000) shares shall be Common Stock, each having a par value of one
cent ($0.01). Four Hundred Thousand (400,000) shares shall be Preferred
Stock, each having a par value of one cent ($0.01). As used herein, the term
"Common Stock" or "common shares" shall refer to shares of the corporation's
Common Stock and the term "Preferred Stock" shall refer to shares of the
corporation's Preferred Stock.

The Preferred Stock may be issued in one or more series. The Board of
Directors of the corporation (the "Board of Directors") is authorized,
subject to any limitations prescribed by the

1.

laws of the State of Delaware, (i) to determine or alter the rights,
preferences, privileges, and restrictions granted to or imposed upon any
wholly unissued series of Preferred Stock consistent with the limitations of
this Restated Certificate of Incorporation, (ii) to fix the number of shares
comprising any such series and the designation thereof, within the limits and
restrictions stated in any resolution or resolutions of the Board of
Directors originally fixing the number of shares constituting any series, and
(iii) to increase or decrease (but not below the number of shares of such
series then outstanding) the number of shares of any such series subsequent
to the issuance of shares of that series.

400,000 of the authorized shares of Preferred Stock are hereby
designated "Series A Junior Participating Preferred Stock." As used herein,
the terms "Series A Preferred Stock" and "Series A Preferred shares" shall
refer to the shares of the corporation's Series A Junior Participating
Preferred Stock.

The rights, preferences, privileges and restrictions granted to or
imposed upon the Series A Preferred Stock are as follows:

1. DESIGNATION AND AMOUNT. The shares of such series 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 400,000. 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 and of any other stock of the corporation ranking junior to the 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 last day of January, April, July,
and October in each year (each such date being referred to herein as a
"Dividend Payment Date"), commencing on the first 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) $1.00 or (b) subject to the provision for adjustment
hereinafter set forth, 1000 times the aggregate per share amount of all cash
dividends, and 1000 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, declared on the Common Stock since the immediately
preceding Dividend Payment Date or, with respect to the first 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
after February 9, 1996, declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect

2.

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 lessor 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 1
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in
the event no dividend or distribution shall have been declared on the Common
Stock during the period between any Dividend Payment Date and the next
subsequent Dividend Payment Date, a dividend of $1.00 per share on the Series
A Preferred Stock shall nevertheless be payable, when, as and if declared, on
such subsequent Dividend Payment Date.

(c) Dividends shall begin to accrue and be cumulative, whether or
not earned or declared, on outstanding shares of Series A Preferred Stock
from the 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 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 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 Dividend Payment
Date, in either of which events such dividends shall begin to accrue and be
cumulative from such Dividend Payment Date. Accrued but unpaid dividends
shall not bear interest. Dividends paid on the shares of Series A Preferred
Stock in an amount less than the total amount of such dividends at the time
accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The
Board of Directors may fix a record date for the determination of holders of
shares of Series A Preferred Stock entitled to receive payment of 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
and except as otherwise required by law, each share of Series A Preferred
Stock shall entitle the holder thereof to 1000 votes on all matters upon
which the holders of the Common Stock of the corporation are entitled to
vote. In the event the corporation shall at any time after February 9, 1996,
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

3.

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 or in any other
Certificate of Designations creating a series of Preferred Stock or any
similar stock, and except as otherwise required 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 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 earned or 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 (as to dividends) 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 (as to dividends)
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 (as to dividends and upon dissolution,
liquidation or winding up) to the Series A Preferred Stock or rights,
warrants or options to acquire such junior stock;

(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 (either as to dividends or upon liquidation, dissolution or winding
up) with the Series A Preferred Stock, except in accordance with a purchase
offer made in writing or by publication (as determined by the Board of
Directors) to all holders of such shares upon such terms as the Board of
Directors,

4.

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 share 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 canceled promptly after the acquisition thereof.

6. LIQUIDATION, DISSOLUTION OR WINDING-UP. Upon any liquidation,
dissolution or winding up of the corporation, no distribution shall be made
(a) to the holders of the Common Stock or of shares of any other stock of the
corporation ranking junior, upon liquidation, dissolution or winding up, to
the Series A Preferred Stock unless, prior thereof, the holders of shares of
Series A Preferred Stock shall have received $1000 per share, plus an amount
equal to accrued and unpaid dividends and distributions thereon, whether or
not earned or 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 1000 times the aggregate amount to be
distributed per share to holders of shares of Common Stock, or (b) to the
holders of shares of stock ranking on a parity upon liquidation, dissolution
or winding up with the Series A Preferred Stock, except distributions made
ratably on the Series A Preferred Stock and all such parity stock in
proportion to the total amounts to which the holders of all such shares are
entitled upon such liquidation, dissolution or winding up. In the event the
corporation shall at any time after February 9, 1996 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 (a) 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 converted into, 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 converted into, exchanged for or changed into an amount per share
(subject to the provision for adjustment hereinafter set forth) equal to 1000
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 converted, exchanged or converted. In the event the

5.

corporation shall at any time after February 9, 1996, 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 conversion, exchange or change of shares of
Series A Preferred Stock shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.

8. NO REDEMPTION. The shares of Series A Preferred Stock shall
not be redeemable from any holder.

9. RANK. The Series A Preferred Stock shall rank, with respect
to the payment of dividends and the distribution of assets upon liquidation,
dissolution or winding up of the corporation, junior to all other series of
Preferred Stock and senior to the Common Stock.

10. AMENDMENT. If any proposed amendment to this Restated
Certificate of Incorporation would alter, change or repeal any of the
preferences, powers or special rights given to the Series A Preferred Stock
so as to affect the Series A Preferred Stock adversely, then the holders of
the Series A Preferred Stock shall be entitled to vote separately as a class
upon such amendment, and the affirmative vote of two-thirds of the
outstanding shares of the Series A Preferred Stock, voting separately as a
class, shall be necessary for the adoption thereof, in addition to such other
vote as may be required by the General Corporation Law of the State of
Delaware.

ARTICLE V

Stockholders of the corporation holding a majority of the corporation's
outstanding voting stock shall have the power to adopt, amend or repeal the
corporation's Bylaws. The Board of Directors shall also have the power to
adopt, amend or repeal Bylaws of the corporation, except as such power may be
expressly limited by Bylaws adopted by the stockholders.

ARTICLE VI

Election of Directors need not be by written ballot unless the Bylaws of the
corporation shall so provide.

ARTICLE VII

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

6.

violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.

Any repeal or modification of the foregoing provisions of this
Article VII 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.

ARTICLE VIII

1. DEFINITIONS.

For the purposes of this Article VIII and the following
Article IX:

(a) "Affiliate" and "Associate" have the meanings set forth
in Rule 12b-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934 as in effect on March 15, 1987.

(b) "Beneficially Owns" has the meaning set forth in Rule
13d-3 of the General Rules and Regulations under the Securities Exchange Act
of 1934 as in effect on March 15, 1987.

(c) "Business Combination" means (i) any merger,
consolidation, combination or reorganization of the corporation or a
Subsidiary with or into a Related Person or of a Related Person with or into
the corporation or a Subsidiary, (ii) any sale, lease, exchange, transfer,
liquidation or other disposition (in one transaction or a series of
transactions), including without limitation, a mortgage or any other security
device, of assets of the corporation and/or one or more Subsidiaries
(including without limitation any voting securities of a Subsidiary)
constituting a Substantial Part of the corporation, to a Related Person,
(iii) any sale, lease, exchange, transfer, liquidation or other disposition
(in one transaction or a series of transactions), including without
limitation, a mortgage or any other security device, of assets of a Related
Person (including without limitation any voting securities of a subsidiary of
such Related Person) constituting a Substantial Part of such Related Person,
to the corporation and/or one or more Subsidiaries, (iv) the issuance or
transfer of any securities (other than by way of a pro rata distribution to
all shareholders) of the corporation or a Subsidiary to a Related Person
which, when aggregated with all prior issuances and transfers to such Related
Person of securities of the corporation or such Subsidiary during the
preceding 365 days, constitutes five percent (5%) or more of the outstanding
class or series of securities of the corporation or such Subsidiary, (v) the
acquisition by the corporation or a Subsidiary of any securities issued by a
Related Person if, after giving effect thereto, the corporation and its
Subsidiaries would own an aggregate of one percent (1%) or more of (A) the
outstanding shares of any class or series of any security issued by the
Related Person or (B) the outstanding principal amount of any class or series
of any debt security issued by the Related Person (for purposes of such
calculation, the corporation and its Subsidiaries shall be deemed to own at
the time of such calculation any such equity or debt securities of the
Related Person that may then or thereafter be acquired (x) upon the exercise
of any options, warrants or other rights then owned by the corporation or a
Subsidiary or (y) upon

7.

the conversion or exchange of any other security then owned by the
corporation or a Subsidiary); (vi) any recapitalization or reorganization
that would have the effect, directly or indirectly, of increasing the voting
power of a Related Person, and (vii) any agreement, contract or other
arrangement providing for any of the transactions described in this
definition of a Business Combination.

(d) "Continuing Director" means, as to any Related Person,
any member of the Board of Directors who (i) is unaffiliated with and is not
the Related Person and (ii) was a member of the Board of Directors either on
the Effective Date or 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 who is recommended to succeed a
Continuing Director by a majority of Continuing Directors then on the Board
of Directors.

(e) "Disinterested Shares" means, as to any Related Person,
shares of Voting Stock held by shareholders other than such Related Person.

(f) "Fair Market Value" means: (i) in the case of stock, the
highest closing sale price during the thirty (30) day period immediately
preceding and including the date in question of a share of such stock on the
Composite Tape for securities listed on the New York Stock Exchange, or, if
such stock is not quoted on the Composite Tape, on the New York Stock
Exchange, or if such stock is not listed on such Exchange, on the principal
United States securities exchange registered under the Securities Exchange
Act of 1934 on which such stock is listed, or, if such stock is not listed on
any such exchange, the highest closing bid quotation with respect to a share
of such stock during the thirty (30) day period preceding and including the
date in question on the National Association of Securities Dealers, Inc.
Automated Quotation System or any other quotation reporting system then in
general use, or, if no such quotations are available, the Fair Market Value
on the date in question of a share of such stock as determined by the
Continuing Directors in good faith, which determination shall be final; and
(ii) in the case of property other than cash or stock, the fair market value
of such property on the date in question as determined by the Continuing
Directors in good faith, which determination shall be final. In making such
determinations, the Board may rely in good faith upon the books of account or
other records of the corporation or statements prepared by its officers or by
independent accountants or by an appraiser selected with reasonable care by
the Board.

(g) "Related Person" means and includes an individual,
corporation, partnership or other person or entity, or any group of two or
more of any of the foregoing that have agreed to act together, which,
together with its or their Affiliates and Associates, Beneficially Owns, in
the aggregate, five percent (5%) (the "Threshold Percentage") or more of the
outstanding Voting Stock, and any Affiliate or Associate of any such
individual, corporation, partnership or other person or entity; provided,
however, that the term "Related Person" shall not include any individual,
corporation, partnership or other person, entity or group which beneficially
owned on March 15, 1987 five percent (5%) or more of the fully diluted
capital stock of ECAD, Inc., a California corporation ("Excluded Person") or
any Affiliate or Associate of an Excluded Person.

8.

(h) "Subsidiary" means any corporation in which the
corporation owns, directly or indirectly, securities which entitle the
corporation to elect a majority of the board of directors of such corporation
or which otherwise give to the corporation the power to control such
corporation.

(i) "Substantial Part" means more than ten percent (10%) of
the fair market value of the total consolidated assets of the corporation in
question and its subsidiaries as of the end of its most recent fiscal year
ending prior to the time the determination is being made.

(j) "Voting Stock" means all outstanding shares of capital
stock of the corporation entitled to vote generally in the election of
directors of the corporation, and each reference to a percentage or portion
of shares of Voting Stock shall refer to such percentage or portion of the
votes entitled to be cast by such shares.

2. VOTE REQUIRED FOR CERTAIN BUSINESS COMBINATIONS.

Except as otherwise expressly provided in Section 3 of
this Article VIII, in addition to any affirmative vote required by law or by
any other provision of this Restated Certificate of Incorporation, and in
addition to any voting rights granted to or held by holders of Preferred
Stock, the approval or authorization of any Business Combination shall
require (A) the affirmative vote of the holders of not less than sixty six
percent (66%) of the outstanding shares of Voting Stock, voting together as a
single class (the "66% Voting Requirement") and (b) the affirmative vote of
the holders of a majority of the Disinterested Shares. 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 or in any agreement with
any securities exchange or otherwise.

3. EXCEPTIONS.

(a) Section 2 of this Article VIII shall not be applicable to
any particular Business Combination, and such Business Combination shall
require only such affirmative vote as may be required by law, by any voting
rights granted to or held by holders of Preferred Stock and by any other
provision of this Restated Certificate of Incorporation, if the Business
Combination shall have been approved by a majority of the Continuing
Directors, even if the Continuing Directors do not constitute a quorum of the
entire Board of Directors, it being understood that this condition shall not
be capable of satisfaction unless there is at least one Continuing Director.

(b) The 66% Voting Requirement of Section 2 of this Article
VIII shall not be applicable to any particular Business Combination in which
shareholders of the corporation, in one or more transactions, are to receive
cash, securities or other property in exchange for their shares of capital
stock of the corporation, and such Business Combination shall require only
such affirmative vote as may be required by law, by any voting rights granted
to or held by holders of Preferred Stock and by any other provisions of this
Restated Certificate of Incorporation, if all of the following conditions are
met:

9.

(i) The aggregate amount of cash plus the Fair Market
Value as of the date of the consummation of the Business Combination of any
consideration other than cash to be received per share by holders of Common
Stock in such Business Combination shall be at least equal to the higher of
the following:

(A) (if applicable) the highest per share
price (including any brokerage commissions, transfer taxes and soliciting
dealers' fees) paid or agreed to be paid by the Related Person for any shares
of Common Stock acquired by it (1) within the period of two (2) years
immediately prior to and including the date of the most recent public
announcement of the proposal of the Business Combination (the "Announcement
Date") or (2) in the transaction or series of transactions in which it became
a Related Person, whichever is higher, or

(B) the Fair Market Value per share of Common
Stock on the Announcement Date or on the date on which the Related Person
became a Related Person (such latter date is referred to as the
"Determination Date"), whichever is higher; and

(ii) The aggregate amount of the cash plus the Fair Market
Value as of the date of the consummation of the Business Combination of any
consideration other than cash to be received per share by holders of shares
of any of a particular class or series of outstanding capital stock, other
than Common Stock, shall be at least equal to the highest of the following
(it being intended that the requirements of this paragraph (b)(ii) of this
Section 3 shall be required to be met with respect to every class or series
of outstanding capital stock other than Common Stock whether or not the
Related Person has previously acquired any shares of that particular class or
series of capital stock):

(A) (if applicable) the highest per share
price (including any brokerage commissions, transfer taxes and soliciting
dealers' fees) paid or agreed to be paid by the Related Person for any shares
of such class or series of capital stock acquired by it (1) within the period
of two (2) years immediately prior to and including the Announcement Date or
(2) in the transaction or series of transactions in which it became a Related
Person, whichever is higher, or

(B) (if applicable) the redemption price of
the shares of such class or series, or if such shares have no redemption
price, the highest amount per share which such class or series was entitled
to receive upon liquidation, dissolution or winding up of the corporation as
of the Announcement Date or the Determination Date, whichever is higher; or

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

(iii) The consideration to be received by holders of a
particular class or series of outstanding capital stock (including, without
limitation, Common Stock) shall be in cash or in the same form as the Related
Person has previously paid for shares of such class or series of capital
stock. If the Related Person has paid for shares of any class or series of
capital

10.

stock with varying forms of consideration, the form of consideration for such
class or series of capital stock shall be either cash or the form used to
acquire the largest number of shares of such class or series of capital stock
previously acquired by the Related Person; and

(iv) The Business Combination is approved by the affirmative
vote of the holders of a majority of the Disinterested Shares. The price
determined in accordance with paragraph (b)(i) and (b)(ii) of this Section 3
shall be subject to appropriate adjustment in the event of any stock
dividend, stock split, combination of shares or similar event.

4. DETERMINATION OF COMPLIANCE.

A majority of the total number of Continuing Directors
shall have the power and duty to determine, on the basis of information known
to them after reasonable inquiry, all facts necessary to determine compliance
with this Article VIII, including, without limitation: (a) whether a person
is a Related Person. (b) the number of shares of capital stock a person
Beneficially Owns, (c) whether a person is an Affiliate or Associate of
another, (d) whether the applicable conditions set forth in paragraph (b) of
Section 3 of this Article VIII have been met with respect to any Business
Combination, and (e) whether the proposed transaction is a Business
Combination. A majority of the Continuing Directors shall have the further
power to interpret all of the other terms and provisions of this Article VIII.

ARTICLE IX

In addition to any affirmative vote required by applicable law
and any voting rights granted to or held by the holders of Preferred Stock,
any alteration, amendment, repeal or rescission (any "Change") of Article
VIII or this Article IX of this Restated Certificate of Incorporation must be
approved either (i) by a majority of the authorized number of directors and,
if one or more Related Persons exist, by a majority of the directors who are
Continuing Directors with respect to all Related Persons, or (ii) by the
affirmative vote of the holders of not less than sixty-six percent (66%) of
the outstanding Voting Stock of the corporation and, if the Change is
proposed by or on behalf of a Related Person or a director affiliated with a
Related Person, by the affirmative vote of the holders of a majority of the
Disinterested Shares. Subject to the foregoing, the corporation reserves the
right to amend, alter, repeal or rescind any provision contained in this
Restated Certificate of Incorporation in the manner now or hereafter
prescribed by law.