EXHIBIT 3.1
 
                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                     DREYER'S GRAND ICE CREAM HOLDINGS, INC.
 
        (Pursuant to Section 245 of the Delaware General Corporation Law)
 
                  Dreyer's Grand Ice Cream Holdings, Inc. (the "Corporation"), a
corporation organized and existing under the laws of the State of Delaware,
hereby certifies as follows:
 
                  1.       The name under which the Corporation was originally
incorporated is New December, Inc. The date of filing its original Certificate
of Incorporation with the Secretary of State was June 14, 2002.
 
                  2.       This Restated Certificate of Incorporation has been
duly adopted by the Board of Directors of the Corporation and duly executed and
acknowledged by an officer of the Corporation in accordance with Sections 103
and 245 of the Delaware General Corporation Law. This Restated Certificate of
Incorporation restates and integrates and does not further amend the provisions
of the Corporation's Certificate of Incorporation as heretofore amended or
supplemented, and there is no discrepancy between those provisions and the
provisions of this Restated Certificate of Incorporation.
 
                  The Certificate of Incorporation of the Corporation is hereby
amended and restated to read in its entirety as follows:
 
         FIRST: The name of this Corporation is DREYER'S GRAND ICE CREAM
HOLDINGS, INC.
 
         SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle, and the name of its registered agent at that address is The
Corporation Trust Company.
 
         THIRD: Notwithstanding anything to the contrary contained herein, any
provision in this Certificate of Incorporation may be amended, altered, changed
or repealed in any respect by the affirmative vote of the holders of 100% of the
then-issued and outstanding shares of the Corporation.
 
         FOURTH: 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.
 
         FIFTH:
 
         (a)      Classes of Stock. The Corporation is authorized to issue two
classes of stock to be designated, respectively, Class A Callable Puttable
Common Stock and Class B Common Stock. The total number of shares which the
Corporation is authorized to issue is 128,224,979 shares. 31,830,332 shares
shall be designated Class A Callable Puttable Common Stock, par value $0.01 per
share ("Class A Common Stock"), and 96,394,647 shares shall be designated Class
B Common Stock, par value $0.01 per share ("Class B Common Stock").
 
<PAGE>
 
         (b)      Class Voting Rights.
 
                  (i)      Class B Voting Rights. In addition to any other vote
         required by law, until July 1, 2007, the affirmative vote of the
         holders of a majority of the outstanding shares of Class B Common Stock
         (at a meeting or by written consent) shall be required to approve or
         authorize the Corporation to take any of the following actions:
 
                           (A)      any acquisition of any business or assets
                  that would constitute a Substantial Portion (as defined below)
                  of the business or assets of the Corporation and its
                  subsidiaries whether such acquisition be by merger or
                  consolidation or the purchase of stock or assets or otherwise
                  or disposition (by the way of sale, lease, license, transfer
                  or other disposal) of all or a Substantial Portion of the
                  business or assets of the Corporation and its subsidiaries
                  other than in the ordinary course of business;
 
                           (B)      any issuance of securities (including, debt,
                  options, warrants and other convertible securities) or other
                  capital stock of the Corporation or its subsidiaries (other
                  than pursuant to options outstanding as of June 16, 2002),
                  including the repurchase or redemption of any equity
                  securities or other capital stock of the Corporation or its
                  subsidiaries (other than redemptions required by the terms
                  thereof);
 
                           (C)      execution of any arrangement with respect to
                  a joint venture or partnership involving the Corporation or
                  its subsidiaries;
 
                           (D)      amendment to this Certificate of
                  Incorporation or the By-Laws of the Corporation whether by
                  merger, consolidation or otherwise;
 
                           (E)      declaration or payment of any dividends or
                  other distributions with respect to any of the capital stock
                  of the Corporation;
 
                           (F)      declaration of bankruptcy or the taking or
                  institution of any proceeding for the winding up,
                  reorganization or dissolution of the Corporation;
 
                           (G)      termination of any Key Executives of the
                  Corporation or the adoption, approval or termination of any
                  employee benefit plan, individual or group employee retirement
                  plan or any other welfare benefit plan or policy of the
                  Corporation or any of its subsidiaries or any modifications of
                  any of the foregoing (other than changes or replacements of
                  employee welfare plans that do not increase the Corporation's
                  anticipated annual expenses (in comparison to expenses under
                  the plan that is to be modified or replaced) by more than $5
                  million);
 
                           (H)      removal or change of the Corporation's
                  certified public accountants or material change in accounting
                  procedures or principles;
 
                                      -2-
<PAGE>
 
                           (I)      approval of long term plans (including
                  entering into new lines of business outside of the frozen
                  dessert products business) and annual business plans of the
                  Corporation and its subsidiaries;
 
                           (J)      approval of material transactions between
                  the Corporation or its subsidiaries, on the one hand, and any
                  director or officer of the Corporation (or an Affiliate of
                  such director or officer) on the other hand;
 
                           (K)      entering into long-term agreements or
                  extensions or renewals of existing long-term agreements by the
                  Corporation or any of its subsidiaries (including extensions
                  of existing agreements) involving, in the reasonable judgment
                  of management, aggregate payments (with respect to individual
                  or related contracts) in excess of $25 million that are not
                  terminable before or upon 90 Business Days' notice after June
                  30, 2007;
 
                           (L)      exercise of the right of first refusal
                  pursuant to the Supply Agreement dated October 8, 1999 by and
                  between The Pillsbury Company and Nestle Ice Cream Company,
                  LLC or determination to own or operate or franchise any new
                  ice cream shops by the Corporation or any of its subsidiaries
                  or the use of Nestle brands or trademarks on new products by
                  the Corporation or any of its subsidiaries;
 
                           (M)      material change in insurance coverage, risk
                  management policies or standards or policies relating to
                  manufacturing, safety or health of the Corporation or its
                  subsidiaries;
 
                           (N)      settlement of any claim, suit, action, case
                  or proceeding involving payment by the Corporation or its
                  subsidiaries in excess of $7.5 million (after taking into
                  account insurance proceeds payable in connection therewith to
                  the Corporation) or injunctive relief against the Corporation
                  or any of its subsidiaries;
 
                           (O)      execution of leases or contracts by the
                  Corporation or any of its subsidiaries outside the ordinary
                  course of business involving aggregate payments in excess of
                  $10 million, entry into any non-competition agreement or other
                  agreement by the Corporation or any of its subsidiaries which
                  purports to apply to or be binding on Nestle or any Affiliates
                  of Nestle other than non-competition agreements entered into
                  in the ordinary course of business relating solely to the
                  frozen desserts products business of the Corporation and its
                  subsidiaries within the territory of the United States so long
                  as no such agreement would cover or purport to cover the food
                  service business of Nestle or its Affiliates;
 
                           (P)      any determination of a condition of
                  Disability (as that term is defined in any employment
                  agreement between the Corporation and any Key Executive) of
                  any Key Executive;
 
                           (Q)      any (a) increase in, material amendment to
                  or replacement of, the Corporation's existing revolving line
                  of credit; or (b) incurrence of other
 
                                      -3-
<PAGE>
 
                  indebtedness for borrowed money not to exceed $5 million
                  individually or $25 million in the aggregate; and
 
                           (R)      any capital expenditures by the Corporation
                  or any of its subsidiaries in excess of 115% of the capital
                  expenditures specified in the then-applicable annual plan.
 
                  (ii)     Until July 1, 2007, the Corporation and its officers,
         directors, employees and agents, shall not, and each shall have no
         power or authority to, take, cause to be taken or agree or commit to
         take, whether by written or oral contract or otherwise, any actions
         listed above prior to such action having been specifically approved by
         the affirmative vote of the holders of a majority of the outstanding
         shares of Class B Common Stock (at a meeting or by written consent).
         The requirements of Section (b) of Article FIFTH shall be suspended
         during any time period when the then-serving Continuing Investor
         Directors (as defined in the Governance Agreement dated as of June 26,
         2003, among Nestle Holdings, Inc., a Delaware corporation ("Nestle"),
         Nestle S.A., a corporation organized under the laws of Switzerland
         ("Nestle S.A."), and the Corporation, as such agreement may be amended
         from time to time (such agreement, as amended from time to time, the
         "Governance Agreement"), constitute at least 50% of the total
         then-authorized number of directors of the Corporation.
 
                  (iii)    Class A Voting Rights. In addition to any other vote
         required by law, until July 1, 2007, the affirmative vote of the
         holders of a majority of the outstanding shares of Class A Common Stock
         (excluding shares of Class A Common Stock held by Nestle and its
         Affiliates) shall be required to approve a merger (other than a
         Short-Form Merger, as such term is defined in the Governance
         Agreement), consolidation or combination (except on the Conversion Date
         or in connection with the Put, the Call, or any Class A Common Stock
         that Nestle or its Affiliates may elect to purchase pursuant to the
         Governance Agreement) in which the shares of Class A Common Stock are
         to be exchanged for or changed into any other stock or securities, cash
         and/or other property.
 
         (c)      Other Rights. The holders of Class A Common Stock and Class B
Common Stock shall, on all matters submitted to a vote of the stockholders of
the Corporation, each be entitled to one vote per share, voting together as a
single class unless otherwise provided for in this Certificate of Incorporation
or required by applicable law. The rights, preferences, privileges and
restrictions of Class A Common Stock and Class B Common Stock shall be identical
in all respects, except as follows and as set forth above in Section (b) of this
Article FIFTH:
 
                  (i)      Redemption. Subject to and in accordance with the
         provisions of the Governance Agreement, the Class A Common Stock may be
         redeemed, in whole but not in part (the "Call") during the periods and
         at the prices and upon the terms and conditions set forth below out of
         funds legally available therefor. A copy of the Governance Agreement
         will be provided to any stockholder upon written request to the
         Secretary of the Corporation. If a Triggering Event (as defined below)
         occurs prior to January 1, 2007, the shares of Class A Common Stock
         shall be redeemed in whole but not in part.
 
                                      -4-
<PAGE>
 
                           (A)      Redemption Period and Price. The redemption
                  period shall be January 1, 2007 to June 30, 2007 and the price
                  per share for redemption during such period shall be $88.00,
                  adjusted as set forth in paragraph (C) below (the "Redemption
                  Price"). The price per share for redemption following a
                  Triggering Event shall be the Triggering Event Price (as
                  defined below), adjusted as set forth in paragraph (C) below.
 
                           (B)      Notice. Notice of any proposed redemption of
                  the Class A Common Stock shall be given by mailing a copy of
                  such notice (the "Call Notification"), postage prepaid, to the
                  holders of record of the shares of Class A Common Stock at
                  their respective addresses then appearing on the books of the
                  Corporation, not more than 30 or less than 10 days prior to
                  the date fixed for redemption, but neither failure to mail
                  such notice nor any defect therein or in the mailing thereof
                  shall affect the validity of the proceeding for the redemption
                  of the Class A Common Stock.
 
                           (C)      Adjustments. If the Corporation shall at any
                  time after the initial issuance of any Class A Common Stock
                  pay any dividend on Class A Common Stock payable in Class A
                  Common Stock or effect a subdivision or combination of the
                  Class A Common Stock (by reclassification or otherwise) into a
                  greater or lesser number of shares of Class A Common Stock,
                  then in each such case the Redemption Price or the Triggering
                  Event Price, as the case may be, shall be adjusted by
                  multiplying such price in effect immediately prior to such
                  event by the ratio of the number of shares of Class A Common
                  Stock outstanding immediately prior to such event to the
                  number of shares of Class A Common Stock outstanding
                  immediately after such event.
 
                           (D)      Conditions to the Corporation's Obligations.
                  Notwithstanding any other provision of this Article FIFTH, the
                  Corporation's obligation to pay the Redemption Price in
                  respect of shares of Class A Common Stock (and to deposit or
                  cause to be deposited with the Depositary funds pursuant to
                  Section (c)(iii)(A)(1) of this Article FIFTH) shall be
                  conditioned upon the Corporation's having received from Nestle
                  or Nestle S.A. the aggregate Redemption Price or Triggering
                  Event Price, as applicable, required to be deposited pursuant
                  to this Article FIFTH.
 
                  (ii)     Put by Holders. Subject to the other provisions of
         this clause (ii), during each Put Period (as defined below), each
         holder of the Class A Common Stock shall have the option (the "Put") to
         require the Corporation to redeem, out of funds legally available
         therefor, all or part of the Class A Common Stock held by such holder.
         Upon the occurrence of a Triggering Event, the Corporation shall be
         immediately relieved of its obligations in respect of any Put and any
         amounts deposited with the Depositary and not yet paid to holders shall
         not be used to pay the Put Price. The Put shall not be exercisable
         following the occurrence of a Triggering Event, and no Class A Common
         Stock shall be redeemed pursuant to the Put after the occurrence of a
         Triggering Event notwithstanding any proper exercise of the Put prior
         such Triggering Event.
 
                                      -5-
<PAGE>
 
                           (A)      Price. In connection with the exercise of
                  the Put by any holder of Class A Common Stock, the Corporation
                  shall redeem each share of Class A Common Stock subject to the
                  Put at a redemption price per share equal to the Put Price (as
                  defined below). The holder shall have the right to require the
                  Corporation to redeem all or part of the Class A Common Stock
                  held by such holder by delivery of the Put Notice (as defined
                  below) during any Put Period to the Corporation or the
                  Depositary electing to have shares of Class A Common Stock
                  redeemed by the Corporation and specifying therein the number
                  of whole shares of Class A Common Stock which such holder has
                  elected to cause the Corporation to redeem, accompanied by a
                  certificate or certificates representing such shares or, in
                  the case of shares held in book entry form, evidence of
                  compliance with the instructions for the surrender thereof.
 
                           (B)      Notice. On the first day of each Put Period
                  the Corporation shall mail the Put Notification (as defined
                  below) to each holder of Class A Common Stock at such holder's
                  address as it appears on the transfer books of the Corporation
                  and to each holder of an option to purchase shares of the
                  Class A Common Stock at the address for such holder set forth
                  in the records of the Corporation, in each case together with
                  a form of Put Notice to be used by such holder in exercising
                  the Put. The Put Notification shall comply in all respects
                  with applicable provisions of the Securities Exchange Act (as
                  defined below) as in effect at the time the Put Notification
                  is given, including publication and dissemination
                  requirements. A notice similar to the Put Notification shall
                  be given by the Corporation by publication in a newspaper of
                  general circulation in the State of New York, City of New York
                  on the first day of the Put Period. Subject to applicable
                  laws, and notwithstanding anything to the contrary, if the
                  Corporation shall fail to give the Put Notification to the
                  holders of Class A Common Stock on the first day of a Put
                  Period as provided herein, the rights of the holders of Class
                  A Common Stock shall not be prejudiced thereby and the
                  expiration of that Put Period, as well as the dates on which
                  payment would otherwise be made to holders pursuant to Section
                  (c)(iii)(A)(2) of this Article FIFTH, shall be extended by the
                  same number of days by which the Put Notice was delayed. To
                  facilitate the giving of the Put Notification to the holders
                  of Class A Common Stock, the Board of Directors may fix a
                  record date for determination of holders of Class A Common
                  Stock entitled to receive the Put Notification, which record
                  date shall not be prior to the date of resolution fixing such
                  record date and which record date shall not be more than five
                  days prior to the date the Put Notification is given pursuant
                  to this paragraph (B).
 
                           (C)      Adjustments. If the Corporation shall at any
                  time after the initial issuance of any Class A Common Stock
                  effect a subdivision or combination of the Class A Common
                  Stock (by reclassification or otherwise) into a greater or
                  lesser number of shares of Class A Common Stock, then in each
                  such case the Put Price shall be adjusted by multiplying the
                  Put Price in effect immediately prior to such event by the
                  ratio of the number of shares of Class A Common Stock
                  outstanding immediately prior to such event to the number of
                  shares of Class A Common Stock outstanding immediately after
                  such event.
 
                                      -6-
<PAGE>
 
                           (D)      Condition to the Corporation's Obligations.
                  Notwithstanding any other provision of this Article FIFTH, the
                  Corporation's obligation to pay the Put Price in respect of
                  shares of Class A Common Stock with respect to which the Put
                  has been properly exercised (and to deposit or cause to be
                  deposited with the Depositary funds pursuant to Section
                  (c)(iii)(A)(2) of this Article FIFTH) shall be conditioned
                  upon the Corporation's having received from Nestle, S.A. or
                  Nestle, funds in an amount equal to the product of the number
                  of shares of Class A Common Stock with respect to which the
                  Put has been properly exercised multiplied by the Put Price.
 
                           (E)      Enforcement. The Corporation shall take (and
                  shall have no corporate power or capacity to refuse to take)
                  such actions as may be necessary to enforce the obligations of
                  Nestle S.A. and Nestle under the Governance Agreement directly
                  against Nestle S.A. and Nestle, and all determinations with
                  respect to the manner of enforcement of such obligations on
                  behalf of the Corporation shall be made by a majority of the
                  Noninvestor Directors (as defined in the Governance
                  Agreement).
 
                  (iii)    Procedures.
 
                           (A)      Payment.
 
                                    (1)      At least one Business Day prior to
                                    the date of any redemption of any Class A
                                    Common Stock pursuant to the Call, the
                                    Corporation shall deposit or cause to be
                                    deposited the aggregate Redemption Price or
                                    Triggering Event Price, as applicable (in
                                    each case, together with declared but unpaid
                                    dividends to such date) of the shares to be
                                    redeemed with the Depositary, in trust for
                                    payment to the holders of the Class A Common
                                    Stock, and deliver irrevocable written
                                    instructions authorizing the Depositary to
                                    apply such deposit solely to the redemption
                                    of the shares to be redeemed. The amount of
                                    funds required to be deposited in connection
                                    with the Call pursuant to the first sentence
                                    of this Section (c)(iii)(A) shall be reduced
                                    by the aggregate Redemption Price or the
                                    Triggering Event Price, as applicable, of
                                    any shares of Class A Common Stock deposited
                                    by Nestle, in lieu of such funds. In the
                                    case of the exercise of the Call, each
                                    holder of shares of Class A Common Stock
                                    will be paid within three Business Days
                                    following the surrender of the certificate
                                    or certificates representing such shares to
                                    the Depositary together with a properly
                                    executed letter of transmittal covering such
                                    shares of stock, or, in the case of book
                                    entry shares, in a manner which is in
                                    compliance with the instructions for the
                                    exchange thereof, the Redemption Price or
                                    the Triggering Event Price, as applicable,
                                    for such shares. The Call Notification
                                    having been duly given, or the Depositary
                                    having been irrevocably authorized by the
                                    Corporation to give said notice, and the
 
                                      -7-
<PAGE>
 
                                    Redemption Price or the Triggering Event
                                    Price, as applicable (together with declared
                                    but unpaid dividends to such redemption
                                    date) of the shares to be redeemed having
                                    been deposited, then all shares of Class A
                                    Common Stock with respect to which such
                                    deposit shall have been made pursuant to the
                                    exercise of the Call shall forthwith,
                                    whether or not the date fixed for such
                                    redemption shall have occurred or the
                                    certificates for such shares shall have been
                                    surrendered for cancellation or, in the case
                                    of book entry shares, the instructions for
                                    the exchange thereof complied with, be
                                    deemed no longer to be outstanding for any
                                    purpose, and all rights with respect to such
                                    shares shall thereupon cease and terminate,
                                    except the right of the holders of such
                                    shares to receive, out of such deposit in
                                    trust, on the redemption date the Redemption
                                    Price or the Triggering Event Price, as
                                    applicable (together with declared but
                                    unpaid dividends to such redemption date) to
                                    which they are entitled, without interest.
 
                                    (2)      (x) No later than January 2, 2006,
                                             the Corporation shall deposit or
                                             cause to be deposited with the
                                             Depositary funds in an amount
                                             sufficient to pay the Put Price for
                                             all shares of Class A Common Stock
                                             with respect to which the Put has
                                             been properly exercised and for
                                             which certificates representing
                                             such shares (or, in the case of
                                             book entry shares, evidence of the
                                             exchange thereof), together with a
                                             properly executed Put Notice, have
                                             been surrendered to the Depositary
                                             during the period commencing on
                                             December 1, 2005 and ending on or
                                             prior to December 30, 2005. Each
                                             holder of shares of Class A Common
                                             Stock who has properly exercised
                                             the Put on or prior to December 30,
                                             2005, and who has surrendered the
                                             shares (or in the case of book
                                             entry shares, complied with the
                                             instructions for the surrender
                                             thereof) of Class A Common Stock
                                             with respect to which the Put has
                                             been exercised, together with a
                                             properly executed Put Notice, shall
                                             be paid as promptly as possible
                                             after January 1, 2006 (and in no
                                             event later than two Business Days
                                             thereafter). During the ten
                                             Business Day period after December
                                             30, 2005, the Corporation shall,
                                             daily but no more than once daily,
                                             on an as-needed basis, deposit or
                                             cause to be deposited with the
                                             Depositary funds in an amount
                                             sufficient to pay the Put Price for
                                             all shares of Class A Common Stock
                                             with respect to which the Put has
                                             been properly exercised and for
                                             which certificates representing
                                             such shares (or, in the case of
                                             book entry shares, evidence of the
                                             exchange thereof), together with a
                                             properly executed Put Notice, have
                                             been surrendered to the Depositary
                                             during such period. Each holder of
                                             shares of Class A Common Stock who
                                             has properly exercised the Put
 
                                      -8-
<PAGE>
 
                                             during the ten Business Day period
                                             after December 30, 2005, and who
                                             has surrendered the shares (or in
                                             the case of book entry shares,
                                             complied with the instructions for
                                             the surrender thereof) of Class A
                                             Common Stock with respect to which
                                             the Put has been exercised,
                                             together with a properly executed
                                             Put Notice, shall be paid promptly
                                             upon the surrender of the shares
                                             (or in the case of book entry
                                             shares, compliance with the
                                             instructions for the surrender
                                             thereof). In the event of the
                                             exercise of the Put for less than
                                             all of the shares of Class A Common
                                             Stock represented by a certificate,
                                             a new certificate representing the
                                             shares of Class A Common Stock as
                                             to which the Put was not exercised
                                             (or shares of Class B Common Stock
                                             into which the shares of Class A
                                             Common Stock not redeemed pursuant
                                             to the exercise of the Put have
                                             been converted pursuant to Section
                                             (c)(iv) of this Article FIFTH)
                                             shall be issued to the holder of
                                             such shares and a similar provision
                                             shall be made for holders of book
                                             entry shares. The dates on which
                                             the Corporation is required to take
                                             actions in this paragraph may be
                                             delayed to such later dates as may
                                             be necessary in order to comply
                                             with federal securities laws.
 
                                             (y)      No later than May 1, 2006,
                                             the Corporation shall deposit or
                                             cause to be deposited with the
                                             Depositary funds in an amount
                                             sufficient to pay the Put Price for
                                             all shares of Class A Common Stock
                                             with respect to which the Put has
                                             been properly exercised and for
                                             which certificates representing
                                             such shares (or, in the case of
                                             book entry shares, evidence of the
                                             exchange thereof), together with a
                                             properly executed Put Notice, have
                                             been surrendered to the Depositary
                                             during the period commencing on
                                             April 3, 2006 and ending on or
                                             prior to April 28, 2006. Each
                                             holder of shares of Class A Common
                                             Stock who has properly exercised
                                             the Put on or prior to April 28,
                                             2006, and who has surrendered the
                                             shares (or in the case of book
                                             entry shares, complied with the
                                             instructions for the surrender
                                             thereof) of Class A Common Stock
                                             with respect to which the Put has
                                             been exercised, together with a
                                             properly executed Put Notice, shall
                                             be paid as promptly as possible
                                             after May 1, 2006 (and in no event
                                             later than two Business Days
                                             thereafter). During the ten
                                             Business Day period after April 28,
                                             2006, the Corporation shall, daily
                                             but not more than once daily, on an
                                             as-needed basis, deposit or cause
                                             to be deposited with the Depositary
                                             funds in an amount sufficient to
                                             pay the Put Price for all shares of
                                             Class A Common Stock with respect
                                             to which the Put has been properly
                                             exercised and for which
                                             certificates representing such
 
                                      -9-
<PAGE>
 
                                             shares (or, in the case of book
                                             entry shares, evidence of the
                                             exchange thereof), together with a
                                             properly executed Put Notice, have
                                             been surrendered to the Depositary
                                             during such period. Each holder of
                                             shares of Class A Common Stock who
                                             has properly exercised the Put
                                             during the ten Business Day period
                                             after April 28, 2006, and who has
                                             surrendered the shares (or in the
                                             case of book entry shares, complied
                                             with the instructions for the
                                             surrender thereof) of Class A
                                             Common Stock with respect to which
                                             the Put has been exercised,
                                             together with a properly executed
                                             Put Notice, shall be paid promptly
                                             upon the surrender of the shares
                                             (or in the case of book entry
                                             shares, complied with the
                                             instructions for the surrender
                                             thereof). In the event of the
                                             exercise of the Put for less than
                                             all of the shares of Class A Common
                                             Stock represented by a certificate,
                                             a new certificate representing the
                                             shares of Class A Common Stock as
                                             to which the Put was not exercised
                                             (or shares of Class B Common Stock
                                             into which the shares of Class A
                                             Common Stock not redeemed pursuant
                                             to the exercise of the Put have
                                             been converted pursuant to Section
                                             (c)(iv) of this Article FIFTH)
                                             shall be issued to the holder of
                                             such shares and a similar provision
                                             shall be made for holders of book
                                             entry shares. The dates on which
                                             the Corporation is required to take
                                             actions in this paragraph may be
                                             delayed to such later dates as may
                                             be necessary in order to comply
                                             with federal securities laws.
 
                                             (z)      The Depositary shall be
                                             entitled to deduct and withhold
                                             from the consideration payable to
                                             any holder of shares of Class A
                                             Common Stock pursuant to this
                                             Section (c)(iii)(A) such amounts as
                                             the Corporation or the Depositary
                                             shall determine in good faith they
                                             are required to deduct and withhold
                                             with respect to the making of such
                                             payment under the Code or any
                                             provision of any applicable state,
                                             local or foreign tax law.
 
                           (B)      Redeemed Shares. All shares of Class A
                  Common Stock redeemed by the Corporation pursuant to the Call
                  or the Put, as the case may be, shall be retired and
                  certificates representing such shares cancelled promptly after
                  the redemption thereof. No shares of Class A Common Stock
                  shall be issued after the date of redemption of the Class A
                  Common Stock pursuant to the Call.
 
                           (C)      All funds delivered to the Depositary
                  pursuant to this Section (c)(iii) shall: (1) always be held in
                  a segregated account by the Depositary and not be subject to
                  any lien or attachment of any creditor (including without
                  limitation, the Depositary) of any person or entity, (2)
                  never, whether in whole or in part, be transferred directly to
                  the Corporation or become subject to the Corporation's
 
                                      -10-
<PAGE>
 
                  control or dominion, (3) not be commingled with any other
                  funds of the Corporation or any other person or entity and (4)
                  be used solely by the Depositary for the purposes expressly
                  set forth in this Section(iii). Any agreements between the
                  Corporation and any Depositary shall expressly include
                  provisions effectuating the limitations set forth in (1)
                  through (4) above. In furtherance of the foregoing, any and
                  all funds held by the Depositary (other than any interest or
                  investment returns thereon) shall only be paid to, or, in the
                  case of any withholdings by the Depositary pursuant to Article
                  FIFTH, Section (c)(iii)(A)(2)(Z), on behalf of, the holders of
                  Class A Common Stock, and no other person or entity shall be
                  paid any portion or all of such funds (excluding any interest
                  or investment returns) or have any interest therein or right
                  thereto.
 
                  (iv)     Conversion. Each share of Class A Common Stock
         outstanding following (a) the close of business on June 30, 2007 or (b)
         the date on which Nestle and its Affiliates own at least 90% of the
         Corporation's issued and outstanding voting stock,(each of (a) and (b),
         a "Conversion Date"), shall, unless previously called for redemption on
         or prior to such date, automatically be converted into one share of
         Class B Common Stock in accordance with the terms and conditions set
         forth below; provided, however, that the conversion provided in this
         Section (c)(iv) shall not impair or otherwise affect the right of the
         holder of any Class A Common Stock to receive the Put Price for any
         shares of Class A Common Stock with respect to which the Put has been
         exercised prior to the Conversion Date.
 
                           (A)      Notice; Replacement of Shares. Notice of the
                  Conversion Date shall be given by mailing a copy of such
                  notice, postage prepaid, to the holders of record of the
                  shares of Class A Common Stock at their respective addresses
                  then appearing on the books of the Corporation, not more than
                  30 nor less than 10 days prior to the Conversion Date, but
                  neither failure to mail such notice nor any defect therein or
                  in the mailing thereof shall affect the validity of the
                  conversion of the Class A Common Stock. Upon request of any
                  holder, the Corporation shall issue and deliver to the holder
                  as promptly as practicable after the Conversion Date a
                  replacement certificate for the number of shares issuable upon
                  conversion of such Class A Common Stock. Thereafter, all Class
                  A Common Stock shall immediately cease to be outstanding for
                  any purpose, except the right to request Class B Common Stock
                  certificates upon surrender of the certificates representing
                  Class A Common Stock and the right to receive declared but
                  unpaid dividends on such Class A Common Stock. No shares of
                  Class A Common Stock shall be issued after the Conversion
                  Date.
 
                           (B)      Reservation of Shares. The Corporation shall
                  reserve, free from preemptive rights, out of its authorized
                  but unissued shares, or out of shares held in its treasury,
                  sufficient shares of Class B Common Stock to provide for the
                  conversion of all issued and outstanding shares of Class A
                  Common Stock on the Conversion Date. The Corporation covenants
                  that all shares of Class B Common Stock which may be issued
                  upon conversion of Class A Common Stock will upon issue be
                  fully paid and non-assessable by the Corporation and free from
                  all taxes, liens and charges with respect to the issue
                  thereof. The Corporation further
 
                                      -11-
<PAGE>
 
                  covenants that, if on June 30, 2007, the Class A Common Stock
                  shall be listed on the New York Stock Exchange or on any other
                  national securities exchange or the NASDAQ National Market
                  System, the Corporation will, if permitted by the rules of
                  such exchange, seek to list on each such exchange or the
                  NASDAQ National Market System, as the case may be, all Class B
                  Common Stock issuable upon conversion of the Class A Common
                  Stock.
 
                  (v)      Dividends, etc. Subject to any other provisions of
         this Certificate of Incorporation, holders of Class A Common Stock and
         Class B Common Stock shall be entitled to receive such dividends and
         other distributions in cash, stock of any corporation other than the
         Corporation or property of the Corporation as may be declared thereon
         by the Board of Directors from time to time out of assets or funds of
         the Corporation legally available therefor and shall share equally on a
         per share basis in all such dividends and other distributions.
         Notwithstanding the foregoing, in the case of dividends or other
         distributions payable in stock of the Corporation, only shares of Class
         B Common Stock shall be paid or distributed with respect to Class B
         Common Stock and only shares of Class A Common Stock in an amount per
         share equal to the amount per share paid or distributed with respect to
         Class B Common Stock shall be paid or distributed with respect to Class
         A Common Stock. In the case of any combination or reclassification of
         the Class A Common Stock or the Class B Common Stock, the shares of
         Class B Common Stock or the Class A Common Stock, as the case may be,
         shall also be combined or reclassified so that the number of shares of
         Class A Common Stock outstanding immediately following such combination
         or reclassification shall bear the same relationship to the number of
         shares of Class A Common Stock outstanding immediately prior to such
         combination or reclassification as the number of shares of Class B
         Common Stock outstanding immediately following such combination or
         reclassification bears to the number of shares of Class B Common Stock
         outstanding immediately prior to such combination or reclassification,
         unless the affirmative vote of 80% of the outstanding shares of Class A
         Common Stock and 80% of the outstanding shares of Class B Common Stock
         is obtained to do otherwise.
 
                  (vi)     Consolidation, Merger, etc. In case the Corporation
         shall enter into any consolidation, merger, combination or other
         transaction in which the shares of Class B Common Stock are exchanged
         for or changed into other stock or securities, cash and/or any other
         property, then in any such case, unless the approval of 80% of the
         outstanding shares of Class A Common Stock and 80% of the outstanding
         shares of Class B Common Stock is obtained to do otherwise, each share
         of Class A Common Stock shall at the same time be similarly exchanged
         or changed into an amount per share, equal to 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 Class B Common
         Stock is changed or exchanged; provided that any such stock may be made
         redeemable on terms no less favorable to the holder thereof than the
         terms upon which the Class A Common Stock is redeemable; and provided
         further, that any such stock shall be subject to a right on the part of
         the holder to put such stock on terms no less favorable to the holder
         thereof than the terms upon which the Class A Common Stock is required
         to be redeemed by the Corporation pursuant to the Put.
 
                                      -12-
<PAGE>
 
                  (vii)    Legend. Each certificate representing shares of Class
         A Common Stock shall bear the following legend:
 
                  "The shares of Class A Callable Puttable Common Stock
                  represented hereby are subject to (i) redemption at the option
                  of the Corporation during the periods, at the prices and on
                  the terms and conditions specified in the Corporation's
                  Certificate of Incorporation, (ii) an option on the part of
                  the holder, under certain circumstances, to require the
                  Corporation to redeem such shares of Class A Callable Puttable
                  Common Stock, at the price and on the terms and conditions
                  specified in the Corporation's Certificate of Incorporation,
                  and (iii) conversion into Class B Common Stock, par value
                  $0.01, of the Corporation on the date specified, and upon the
                  terms and conditions set forth in, such Certificate of
                  Incorporation. After redemption the shares represented by this
                  certificate shall cease to be outstanding for all purposes and
                  the holder hereof shall be entitled to receive only the
                  redemption price of such shares, without interest. After
                  conversion this certificate shall represent the shares of
                  Class B Common Stock into which the shares of Class A Callable
                  Puttable Common Stock represented hereby shall have been
                  converted, and this certificate may be exchanged for a new
                  certificate representing such shares of Class B Common Stock."
 
         (d)      Certain Definitions. For purposes of this Article FIFTH, the
following terms shall have the following meanings:
 
                  (1)      "Affiliate" shall mean, with respect to any person or
         entity, any other person or entity that directly, or indirectly through
         one or more intermediaries, controls, or is controlled by, or is under
         common control with, such first person or entity.
 
                  (2)      "Business Day" shall mean any day that is not a
         Saturday, Sunday or other day on which the commercial banks in New York
         City are authorized or required by law to remain closed.
 
                  (3)      "Depositary" shall mean the bank or trust company in
         the Borough of Manhattan, the City and State of New York, which is
         appointed by the Corporation to serve as agent for the purpose of
         receiving certificates representing shares of the Class A Common Stock
         upon exercise of the Put or Call, as the case may be, and distributing
         the Redemption Price or the Put Price therefor, as the case may be.
 
                  (4)      "Insolvency Event" shall mean (i) the filing by the
         Corporation of a voluntary petition in bankruptcy, or seeking a
         reorganization, in order to effect a plan or other arrangement with
         creditors or any other relief under the Bankruptcy Reform Act, Title 11
         of the United States Code, as amended or recodified from time to time
         (the "Bankruptcy Code"), or under any state or federal law granting
         relief to debtors, whether now or hereafter in effect, or (ii) the
         filing or commencement of any involuntary petition or proceeding
         pursuant to the Bankruptcy Code or any other applicable state or
         federal law relating to bankruptcy, reorganization or other relief for
         debtors against the Corporation and the same is not dismissed within 30
         days, or the filing by the Corporation of an answer admitting the
         jurisdiction of the court and the material
 
                                      -13-
<PAGE>
 
         allegations of any involuntary petition, or (iii) the adjudication of
         the Corporation as bankrupt, or the entry of an order for relief
         against the Corporation by any court of competent jurisdiction under
         the Bankruptcy Code or any other applicable state or federal law
         relating to bankruptcy, reorganization or other relief for debtors.
 
                  (5)      "Key Executives" shall mean those five individuals
         who entered into employment agreements with the Corporation on June 16,
         2002.
 
                  (6)      "Put Notice" shall mean a written notice electing to
         have shares of Class A Common Stock redeemed by the Corporation
         pursuant to the exercise of the Put.
 
                  (7)      "Put Notification" shall mean a written notice from
         the Corporation to the holders of the Class A Common Stock and the
         holders of options to purchase shares of the Class A Common Stock
         informing each such holder of (A) the rights of such holder to cause
         the Corporation to redeem shares of Class A Common Stock during the Put
         Period, (B) the date of the commencement and termination of the
         applicable Put Period, (C) the Put Price, (D) the identity and address
         of the Depositary, (E) the different timing of payments depending on
         when the Put is exercised and (F) instructions as to how to exercise
         the Put. The Put Notification shall, in all respects, comply with the
         requirements of the Securities Exchange Act (as defined below).
 
                  (8)      "Put Period" shall mean each of the following
         periods, subject to paragraph (B) of subsection (c) (ii) of this
         Article FIFTH: (i) the period commencing on December 1, 2005 and ending
         on the close of business on January 13, 2006 or such later date as may
         be required under applicable law and (ii) the period commencing on
         April 3, 2006 and ending on the close of business on May 12, 2006 or
         such later date as may be required under applicable law.
 
                  (9)      "Put Price" shall mean a purchase price of $83.00 per
         share of Class A Common Stock, subject to adjustment as provided in
         paragraph (C) of subsection (c)(ii) of this Article FIFTH.
 
                  (10)     "Securities Exchange Act" shall mean the Securities
         Exchange Act of 1934, as amended, and the rules and regulations
         promulgated thereunder.
 
                  (11)     "Substantial Adverse Change Determination" shall mean
         a good faith determination by the Independent Directors (as defined in
         the Governance Agreement) of the Corporation in their sole discretion,
         after consulting with financial and legal experts of national standing,
         made prior to January 1, 2007, that there has been a substantial
         adverse change in the business viability or financial viability of the
         Corporation and its subsidiaries, taken as a whole, since the date of
         the Governance Agreement.
 
                  (12)     "Substantial Portion" shall mean a portion of the
         business or assets of the Corporation accounting for 10% of the
         consolidated total assets or revenues of the Corporation and its
         consolidated subsidiaries as reflected in the audited financial
         statements for and as of the most recently completed fiscal year.
 
                                      -14-
<PAGE>
 
                  (13)     "Triggering Event" shall mean either a Substantial
         Adverse Change Determination or an Insolvency Event.
 
                  (14)     "Triggering Event Price" shall mean the Put Price
         discounted at a rate of 4.6% per annum based on a 365-day year for the
         period starting on the date of such Triggering Event and ending on
         January 1, 2006.
 
         SIXTH: In furtherance and not in limitation of the powers conferred by
statute, but subject to the provisions of this Certificate of Incorporation, the
Board of Directors is expressly authorized to make, repeal, alter, amend and
rescind from time to time any or all of the By-Laws of the Corporation; provided
that until July 1, 2007, such action, whether by merger, consolidation or
otherwise shall require, in addition to any other vote required by law, both (a)
the affirmative vote of not less than a majority of the then-serving Noninvestor
Directors (as such term is defined in the Governance Agreement) and (b) the
affirmative vote of not less than a majority of the then-serving Continuing
Investor Directors (as such term is defined in the Governance Agreement). In
addition, until July 1, 2007, new by-laws may be adopted or the By-Laws may be
amended or repealed by the stockholders of the Corporation; provided that in
addition to any affirmative vote required by law or this Certificate of
Incorporation, such adoption, amendment or repeal by stockholders, whether by
merger, consolidation or otherwise, shall require the affirmative vote of the
holders of a majority of the voting power of the shares represented at the
meeting, either in person, by proxy or by written consent, and entitled to vote
thereat (other than those shares beneficially owned by Nestle and its
Affiliates).
 
         SEVENTH: The number of directors which shall constitute the whole Board
of Directors of this Corporation shall be as specified in the By-Laws of this
Corporation.
 
         EIGHTH: Special meetings of the stockholders of this Corporation for
any purpose or purposes may be called at any time by the Board of Directors, the
Chairman of the Board of Directors, the Vice Chairman of the Board of Directors,
the President or by a committee of the Board of Directors which has been duly
designated by the Board of Directors and whose powers and authority, as provided
in a resolution of the Board of Directors or in the By-Laws of this Corporation,
include the power to call such meetings, but such special meetings may not be
called by any other person or persons.
 
         NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereinafter prescribed by statute, and all rights conferred by
stockholders herein are granted subject to this reservation. In addition to any
affirmative vote required by law or this Certificate of Incorporation, until
July 1, 2007, any amendment of the provisions of this Certificate of
Incorporation, whether by merger, consolidation or otherwise, shall require (a)
both (i) the affirmative vote of not less than a majority of the then-serving
Noninvestor Directors and (ii) the affirmative vote of not less than a majority
of the then-serving Continuing Investor Directors and (b) the affirmative vote
of the holders of a majority of the voting power of the shares represented at
the meeting, either in person or by proxy, and entitled to vote thereat (other
than those shares beneficially owned by Nestle and its Affiliates).
 
                                      -15-
<PAGE>
 
         TENTH: 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
violation of law, (iii) under Section 174 of the General Corporation Law, as the
same exists or hereafter may be amended, or (iv) for any transaction from which
the director derived an improper personal benefit. If the General Corporation
Law hereafter is amended to authorize the further elimination or limitation of
the 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 the amended General Corporation Law.
Any repeal or modification of this paragraph 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.
 
                                      -16-
<PAGE>
 
IN WITNESS WHEREOF, Dreyer's Grand Ice Cream Holdings, Inc. has caused this
Restated Certificate of Incorporation to be executed and acknowledged by its
Chief Executive Officer this 27th day of June, 2003.
 
                                        DREYER'S GRAND ICE CREAM HOLDINGS, INC.
 
                                            /s/ T. Gary Rogers
                                        By:____________________________________
                                        Name: T. Gary Rogers
                                        Title: Chief Executive Officer