RESTATED ARTICLES OF INCORPORATION
                             OF CISCO SYSTEMS, INC.,
                            A CALIFORNIA CORPORATION
 
 
 
        The undersigned, John T. Chambers and Larry R. Carter, hereby certify
that:
 
        ONE: They are the duly elected and acting President and Secretary,
respectively, of said corporation.
 
        TWO: The Restated Articles of Incorporation of said corporation shall be
amended and restated in its entirety to read in full as follows:
 
                                    ARTICLE I
 
        The name of this corporation is Cisco Systems, Inc.
 
                                   ARTICLE II
 
        The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.
 
                                   ARTICLE III
 
        The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
 
                                   ARTICLE IV
 
        (A) CLASSES OF STOCK. This corporation is authorized to issue two
classes of stock to be designated, respectively, "Common Stock" and "Preferred
Stock." The total number of shares that the corporation is authorized to issue
is Twenty Billion Five Million (20,005,000,000) shares. Twenty Billion
(20,000,000,000) shares shall be Common Stock, par value of $0.001, and Five
Million (5,000,000) shares shall be Preferred Stock.
 
        (B) RIGHTS, PREFERENCES AND RESTRICTIONS OF PREFERRED STOCK. The
Preferred Stock authorized by these Restated Articles of Incorporation may be
issued from time to time in series. The Board of Directors is hereby authorized
to fix or alter the rights, preferences, privileges and restrictions granted to
or imposed upon series of Preferred Stock, and the number of shares constituting
any such series and the designation thereof, or of any of them. Subject to
compliance with applicable protective voting rights that have been or may be
granted to the Preferred Stock or any series thereof in any Certificate of
Determination or the corporation's Articles of Incorporation ("Protective
Provisions"), but notwithstanding any other rights of the
 
<PAGE>   2
 
Preferred Stock or any series thereof, the rights, privileges, preferences and
restrictions of any such additional series may be subordinated to, pari passu
with (including, without limitation, inclusion in provisions with respect to
liquidation and acquisition preferences, redemption and/or approval of matters
by vote or written consent), or senior to any of those of any present or future
class or series of Preferred Stock or Common Stock. Subject to compliance with
applicable Protective Provisions, the Board of Directors also is authorized to
increase or decrease the number of shares of any series prior or subsequent to
the issue of that series, but not below the number of shares of such series then
outstanding. In case the number of shares of any series shall be so decreased,
the shares constituting such decrease shall resume the status which they had
prior to the adoption of the resolution originally fixing the number of shares
of such series.
 
        1. REPURCHASE OF SHARES. In connection with repurchases by this
corporation of its Common Stock pursuant to its agreements with certain of the
holders thereof, Sections 502 and 503 of the California General Corporation Law
shall not apply in whole or in part with respect to such repurchases.
 
        (C) COMMON STOCK.
 
        1. DIVIDEND RIGHTS. Subject to the prior rights of holders of all
classes of stock at the time outstanding having prior rights as to dividends,
the holders of the Common Stock shall be entitled to receive, when and as
declared by the Board of Directors, out of any assets of the corporation legally
available therefor, such dividends as may be declared from time to time by the
Board of Directors.
 
        2. LIQUIDATION RIGHTS. Subject to the prior rights of holders of all
classes of stock at the time outstanding having prior rights as to liquidation,
upon the liquidation, dissolution or winding up of the corporation, the assets
of the corporation shall be distributed to the holders of the Common Stock.
 
        3. REDEMPTION. The Common Stock is not redeemable.
 
        4. VOTING RIGHTS. The holder of each share of Common Stock shall have
the right to one vote, and shall be entitled to notice of any shareholders'
meeting in accordance with the Bylaws of this corporation, and shall be entitled
to vote upon such matters and in such manner as may be provided by law.
 
        (D) SERIES A JUNIOR PARTICIPATING PREFERRED STOCK. The shares of such
series shall be designated as "Series A Junior Participating Stock" (the "Series
A Preferred Stock") and the number of shares constituting the Series A Preferred
Stock shall be one million two hundred thousand (1,200,000). 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. The rights,
preferences, privileges, and restrictions granted and imposed on the Series A
Preferred Stock are as set forth below in this Article VII.
 
<PAGE>   3
 
        1. 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, each holder of a share of Series A
Preferred Stock, in preference to the holders of shares of Common Stock, par
value $.001 per share (the "Common Stock"), of the Corporation, and of any other
junior stock, shall be entitled to receive, when declared by the Board of
Directors out of funds legally available for the purpose, quarterly dividends
payable in cash on the last 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 Series A Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to, subject to the
provision for adjustment hereinafter set forth, Ten Thousand (10,000) times the
aggregate per share amount of all cash dividends, and Ten Thousand (10,000)
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 a share or fraction 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 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
shares of 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, however,
that, in the event no dividend or distribution shall have been declared on the
Common Stock during the period between any Quarterly Distribution Date and the
next subsequent Quarterly Dividend Payment Date, a dividend of $.000001 per
share of 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 each
outstanding share of Series A Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such share of Series A
Preferred Stock, unless the date of issue of such share is prior to the record
date for the first Quarterly Dividend Payment Date, in which case dividends on
such share shall begin to accrue from the date of issue of such share, 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
 
<PAGE>   4
 
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 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.
 
        2. 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 Ten
Thousand (10,000) votes on all matters submitted to a vote of the shareholders
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
Determination 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 shareholders 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.
 
        3. 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;
 
<PAGE>   5
 
        (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 shares of 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 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.
 
        4. 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 Articles of
Incorporation, or in any other Certificate of Determination creating a series of
Preferred Stock or any similar stock or as otherwise required by law.
 
        5. LIQUIDATION, DISSOLUTION OR WINDING UP.
 
        (A) 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 Ten Thousand Dollars ($10,000) 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 10,000 times the
 
<PAGE>   6
 
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 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.
 
        (B) In the event, however, that there are not sufficient assets
available to permit payment in full to the Series A Liquidation Preference and
the liquidation preferences of all other series of Preferred Stock, if any,
which rank on a parity with the Series A Preferred Stock, then such remaining
assets shall be distributed ratably to the holders of such parity shares in
proportion to their respective liquidation preferences. In the event, however,
that there are not sufficient assets available to permit payment in full of the
Common Adjustment, then such remaining assets shall be distributed ratably to
the holders of Common Stock.
 
        (C) In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment 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.
 
        6. 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 Ten Thousand (10,000) 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,
 
<PAGE>   7
 
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. NO REDEMPTION. The shares of Series A Preferred Stock shall not be
redeemable.
 
        8. 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.
 
        9. AMENDMENT. The Restated Articles 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 a
majority of the outstanding shares of Series A Preferred Stock, voting together
as a single class.
 
                                    ARTICLE V
 
        (A) The liability of the directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.
 
        (B) The corporation is authorized to provide indemnification of agents
(as defined in Section 317 of the California Corporations Code) through bylaw
provisions, agreements with agents, vote of shareholders or disinterested
directors or otherwise, in excess of the indemnification otherwise permitted by
Section 317 of the California Corporations Code,
 
<PAGE>   8
 
subject only to applicable limits set forth in Section 204 of the California
Corporations Code with respect to actions for breach of duty to the corporation
and its shareholders.
 
                                   ARTICLE VI
 
        Shareholders of this corporation shall not be entitled to cumulate their
votes at any election of directors of this corporation. The corporation's common
stock is qualified for trading on the Nasdaq National Market and there were at
least 800 holders of its equity securities as of the record date of the most
recent annual shareholders meeting.
 
 
 
 
 
 
 
        THREE: The foregoing restatement of the Restated Articles of
Incorporation, as amended, has been duly approved by the Board of Directors of
said corporation and does not require shareholder approval pursuant to section
910(b) of the California Corporations Code.
 
 
        IN WITNESS WHEREOF, the undersigned have executed these Restated
Articles of Incorporation on the 15th of November, 2000.
 
 
 
                                       /s/ JOHN T. CHAMBERS
                                       -----------------------------------------
                                       John T. Chambers, President
 
 
 
 
                                       /s/ LARRY R. CARTER
                                       -----------------------------------------
                                       Larry R. Carter, Secretary
 
<PAGE>   9
 
        The undersigned certifies under penalty of perjury that they have read
the foregoing Restated Articles of Incorporation and know the contents thereof,
and that the statements therein are true.
 
        Executed at San Jose, California, on November 15, 2000.
 
 
 
                                       /s/ John T. Chambers
                                       -----------------------------------------
                                       John T. Chambers
 
 
 
                                       /s/ Larry R. Carter
                                       -----------------------------------------
                                       Larry R. Carter

[As Filed: 2-21-2001]