RESTATED CERTIFICATE

                                OF INCORPORATION

                      OF MICROCHIP TECHNOLOGY INCORPORATED,

                             a Delaware Corporation

 

     Microchip  Technology  Incorporated  (the  "Corporation"),   a  corporation

organized  and  existing  under  the  General  Corporation  Law of the  State of

Delaware (the "DGCL") does hereby certify as follows:

 

          1.   The present name of the Corporation is Microchip Technology

Incorporated. The Corporation was originally incorporated under the name

Microchip Acquisition Corporation. The original Certificate of Incorporation of

the Corporation was filed with the Secretary of the State of Delaware on

February 14, 1989.

 

          2.   This Restated Certificate of Incorporation of the Corporation,

which only restates and integrates and does not further amend the provisions of

the Corporation's certificate of incorporation, as heretofore amended, was duly

adopted in accordance with the provisions of Section 245 of the DGCL.

 

          3.   The Certificate of Incorporation of said Corporation shall be

restated to read in full as follows:

 

                                    ARTICLE I

 

     The name of this corporation is Microchip Technology Incorporated.

 

                                   ARTICLE II

 

     The address of the registered office of this corporation in the State of

Delaware is Corporation Trust Center, 209 Orange Street, City of Wilmington,

County of New Castle. The name of its registered agent at such address is The

Corporation Trust Company.

 

                                   ARTICLE III

 

     The nature of the business or purposes of this corporation to be conducted

or promoted is to engage in any lawful act or activity for which corporations

may be organized under the General Corporation Law of the State of Delaware.

 

                                   ARTICLE IV

 

     (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 which the corporation is authorized to issue is four

hundred and fifty-five million (455,000,000) shares. Four hundred and fifty

million (450,000,000) shares shall be Common Stock, par value $0.001 per share,

and five million (5,000,000) shares shall be Preferred Stock, par value $0.001

per share.

<PAGE>

     (B)  RIGHTS, PREFERENCES AND RESTRICTIONS OF PREFERRED STOCK. The Preferred

Stock authorized by this Restated Certificate 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 any 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 which have been

or may be granted to the Preferred Stock or any series thereof in Certificates

of Designation or the corporation's Certificate of Incorporation, as amended

from time to time ("Protective Provisions"), but notwithstanding any other

rights of the 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 or Common Stock. Subject to compliance

with applicable Protective Provisions, the Board of Directors is also 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.

 

     (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. In the event of any voluntary or involuntary

liquidation, dissolution or winding up of the corporation, after distribution in

full of preferential amounts to be distributed to holders of shares of Preferred

Stock, the holders of shares of the Common Stock shall be entitled to receive

all of the remaining assets of the corporation available for distribution to its

stockholders, ratably in proportion to the number of shares of the Common Stock

held by them.

 

          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 stockholders'

meeting in accordance with the By-laws of this corporation, and shall be

entitled to vote upon such matters and in such manner as may be provided by law.

 

     On September 21, 1999, the Board of Directors adopted a resolution amending

the rights, preferences and privileges of the series of 650,000 shares of

Preferred Stock designated as Series A Participating Preferred Stock. Such

rights, preferences and privileges are set forth in the Amended Certificate of

Designations of Rights, Preferences and Privileges of Series A Participating

Preferred Stock attached hereto as Exhibit A.

 

                                       2

<PAGE>

                                    ARTICLE V

 

     Except as otherwise provided in this Restated Certificate of Incorporation,

in furtherance and not in limitation of the powers conferred by statute, the

Board of Directors is expressly authorized to make, repeal, alter, amend and

rescind any or all of the Bylaws of the corporation.

 

                                   ARTICLE VI

 

     The number of directors of the corporation shall be fixed from time to time

by a bylaw or amendment thereof duly adopted by the Board of Directors or by the

stockholders.

 

                                   ARTICLE VII

 

     Elections of directors need not be by written ballot unless the Bylaws of

the corporation shall so provide.

 

                                  ARTICLE VIII

 

     Meetings of stockholders may be held within or without the State of

Delaware, as the Bylaws may provide. The books of the corporation may be kept

(subject to any provision contained in the statutes) outside the State of

Delaware at such place or places as may be designated from time to time by the

Board of Directors or in the Bylaws of the corporation.

 

                                   ARTICLE IX

 

     A director of this 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 Delaware General Corporation

Law, or (iv) for any transaction from which the director derived any improper

personal benefit. If the Delaware General Corporation Law is hereafter amended

to authorize, with the approval of the corporation's stockholders, further

reductions in the liability of the corporation's directors for breach of

fiduciary duty, then a director of the corporation shall not be liable for any

such breach to the fullest extent permitted by the Delaware General Corporation

Law as so amended. Any repeal or modification of the foregoing provisions of

this Article IX by the stockholders of the corporation shall not adversely

affect any right or protection of a director of the corporation existing at the

time of such repeal or modification.

 

                                    ARTICLE X

 

     Except as provided herein, the corporation reserves the right to amend,

alter, change or repeal any provision contained in this Restated Certificate of

Incorporation, in the manner now or hereafter prescribed by statute, and all

rights conferred upon stockholders herein are granted subject to this

reservation.

 

                                       3

<PAGE>

 

     IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of

Incorporation to be duly executed on August __, 2002.

 

 

                                        MICROCHIP TECHNOLOGY INCORPORATED

 

 

                                        By /s/ Steve Sanghi

                                           -------------------------------------

                                           Name:   Steve Sanghi

                                           Office: President

 

                                       4

<PAGE>

                                    EXHIBIT A

 

                                     AMENDED

 

               CERTIFICATE OF DESIGNATIONS OF RIGHTS. PREFERENCES

                                AND PRIVILEGES OF

                     SERIES A PARTICIPATING PREFERRED STOCK

                                       OF

                        MICROCHIP TECHNOLOGY INCORPORATED

          (No shares of the class or series of stock have been issued.)

 

     The undersigned, Steve San& and C. Philip Chapman do hereby certify:

 

     1.   That they am the duly elected and acting President and Secretary,

respectively, of Microchip Technology Incorporated, a Delaware corporation (the

"Corporation".

 

     2.   That the Certificate of Designation of Rights, Preferences and

Privileges of Series A Participating Preferred Stock of Microchip Technology

Incorporated was originally filed with the Secretary of the State of Delaware an

February 13, 1995 and is now being amended and restated in the following form.

 

     3.   That pursuant to the authority conferred upon the Board of Directors

by the Restated Certificate of incorporation of the said Corporation, the said

Board of Directors on September 21, 1999 adopted the following resolution

amending the rights, preferences, and privileges of the series of 650,000 shares

of Preferred Stock designated as Series A Participating Preferred Stock:

 

     "RESOLVED, that pursuant to the authority vested in the Board of Directors

of the corporation by the Restated Certificate of Incorporation, the Board of

Directors does hereby amend and restate the designations, powers, preferences

and relative and other special rights and the qualifications, limitations and

restrictions of the Series A Participating Preferred Stock as follows:

 

     Section 1. DESIGNATION AND AMOUNT. The shares of such series shall be

designated as "SERIES A PARTICIPATING PREFERRED STOCK." The Series A

Participating Preferred Stock shall have a par value of $0.001 per share, and.

the number of shares constituting such series shall be 650,000.

 

     Section 2. PROPORTIONAL ADJUSTMENT. In the event the Corporation shall at

any time after the issuance of any share or shares of Series A Participating

Preferred Stock (i) declare any dividend on Common Stock of the Corporation

("Common Stock") payable in shares of Common Stock. (ii) subdivide the

outstanding Common Stork or (iii) combine the outstanding Common Stock into a

smaller number of shares, then in each such case the Corporation shall

simultaneously effect a proportional adjustment to the number of outstanding

shares of Series A Participating Preferred Stock.

<PAGE>

     Section 3. DIVIDENDS AND DISTRIBUTIONS.

 

          (a)  Subject to the prior and superior right of the holders of any

shares of any series of Preferred Stock ranking prior and superior to the shares

of Series A Participating Preferred Stock with respect to dividends, the holders

of shares of Series A Participating 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 "QUARTERLY DIVIDEND PAYMENT DATE"), commencing on the first

Quarterly Dividend Payment Date after the first issuance of a share or fraction

of a share of Series A Participating Preferred Stock- in an amount per share

(rounded to the nearest cent) equal to 100 times the aggregate per share amount

of all cash dividends, and 100 times the aggregate per share amount (payable in

kind) of all non-cash dividends or other distributions other than a dividend

payable in shares of Common Stock or a subdivision of the outstanding shares of

Common Stock (by reclassification or otherwise), declared on the Common Stock

since the immediately preceding Quarterly Dividend Payment Date, or, with

respect to the first Quarterly Dividend Payment Date, since the first issuance

of any share or fraction of a share of Series A Participating Preferred Stock.

 

          (b)  The Corporation shall declare a dividend or distribution on the

Series A Participating Preferred Stock as provided in paragraph (a) above

immediately after it declares a dividend or distribution on the Common Stock

(other than a dividend payable in shares of Common Stock).

 

          (c)  Dividends shall begin to accrue on outstanding shares of Series A

Participating Preferred Stock from the Quarterly Dividend Payment Date next

preceding the date of issue of such shares of Series A Participating Preferred

Stock, unless the date of issue of such shares is prior to the record date for

the first Quarterly Dividend Payment Date, in which case dividends on such

shares shall begin to accrue from the date of issue of such shares- or unless

the date of issue is a Quarterly Dividend Payment Date or is a date after the

record date for the determination of holders of shares of Series A Participating

Preferred Stock entitled to receive a quarterly dividend and before such

Quarterly Dividend Payment Date, in either of which events such dividends shall

begin to accrue from such Quarterly Dividend Payment Date. Accrued but unpaid

dividends shall not bear interest. Dividends paid on the shares of Series A

Participating 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 Participating Preferred Stock entitled to receive payment of

a dividend or distribution declared thereon, which record date shall be no more

than 30 days prior to the date fixed for the payment thereof.

 

     Section 4. VOTING RIGHTS. The holders of shares of Series A Participating

Preferred Stack shall have the following voting rights:

 

                                       -2-

<PAGE>

          (a)  Each share of Series A Participating Preferred Stock shall

entitle the holder thereof to 100 votes on all matters submitted to a vote of

the stockholders of the corporation.

 

          (b)  Except as otherwise provided herein or by law, the holders of

shares of Series A Participating Preferred Stock and the holders of shares of

Common Stock shall vole together as one class on all matters submitted to a vote

of stockholders of the Corporation.

 

          (c)  Except as required by law, holders of Series A Participating

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.

 

     Section 5. CERTAIN RESTRICTIONS.

 

          (a)  The Corporation shall not declare any dividend on, make any

distribution on, or redeem or purchase or otherwise acquire for consideration

any shares of Common Stock after the first issue of a share or fraction of a

share of. Series A Participating Preferred Stock unless concurrently therewith

it shall declare a dividend on the Series A Participating Preferred Stock as

required by Section 3 hereof.

 

          (b)  Whenever quarterly dividends or other dividends or distributions

payable on the Series A Participating Preferred Stock as provided in Section 3

are in arrears, thereafter and until all accrued and unpaid dividends and

distributions, whether or not declared, on shares of Series A Participating

Preferred Stock outstanding shall have been paid in full, the Corporation shall

not

 

               (i)  declare to pay dividends on, make any other distributions

on, or redeem or purchase or otherwise acquire for consideration any shares of

stock ranking junior (either as to dividends or upon liquidation, dissolution or

winding up) to the Series A Participating Preferred Stock;

 

               (ii) declare or pay dividends on, 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 Series A Participating Preferred

Stock, except dividends paid ratably on the Series A Participating 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 on a parity (either as to dividends or upon

liquidation, dissolution or winding up) with the Series A Participating

Preferred Stock. provided that the Corporation may at any time redeem, purchase

or otherwise acquire shares of any such parity 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 Participating Preferred

Stock;

 

                                       -3-

<PAGE>

               (iv) purchase or otherwise acquire for consideration any shares

of Series A Participating Preferred Stock, or any shares of stock tanking on a

parity with the Series A Participating Preferred Stock, except in accordance

with a purchase offer made in writing or by publication (as determined by the

Hoard of Directors) to ell 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.

 

          (c)  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 5, purchase or otherwise acquire such shares at such time and in

such manner.

 

     Section 6. REACQUIRED SHARES. Any shares of Series A Participating

Preferred Stock purchased or otherwise acquired by the Corporation in any manner

whatsoever shall be retired and canceled 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 to be created by resolution or resolutions of the Board of

Directors, subject to the conditions and restrictions an issuance set forth

herein and, in the Restated Certificate of Incorporation, as then amended.

 

     Section 7. LIQUIDATION DISSOLUTION OR WINDING UP. Upon any liquidation,

dissolution or winding up of the Corporation, the holders of shares of Series A

Participating Preferred Stock shall be entitled to receive an aggregate amount

per share equal to 100 times the aggregate amount to be distributed per share to

holders of sharers of Common Stock plus an amount equal to any accrued and

unpaid dividends on such shares of Series A Participating Preferred Stock.

 

     Section 8, 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 the shares of

Series A Participating Preferred Stock shall at the same time be similarly

exchanged or changed in an amount per share equal to 100 times the aggregate

amount of stock securities, cash and/or any other property (payable in kind), as

the case may be, into which or for which each share of Common Stock is changed

or exchanged.

 

     Section 9. NO REDEMPTION. The shares of Series A Participating Preferred

Stock shall not be redeemable.

 

     Section 10. RANKING. The Series A Participating Preferred Stock shall rank

junior to all other series of the Corporation's Preferred Stock as to the

payment of dividends and the distribution of assets. unless; the terms of any

such series shall provide otherwise.

 

     Section 11. AMENDMENT. The Restated Certificate of Incorporation of the

Corporation shall not be further amended in any manner which would materially

alter or change the powers,

 

                                       -4-

<PAGE>

preference or special rights of the Series A Participating Preferred Stock so as

to affect them adversely without the affirmative vote of the holders of a

majority of the outstanding shares of Series A Participating Preferred Stock,

voting separately as a class.

 

     Section 12. FRACTIONAL SHARES. Series A Participating Preferred Stock may

be issued in fractions of a share which shall entitle the holder, in proportion

to such holder's fractional shares, to exercise voting rights, receive

dividends, participate in distributions and to have the benefit of all other

rights of holders of Series A Participating Preferred Stock.

 

     RESOLVED FURTHER, that the President or any Vice President and the

Secretary or any Assistant Secretary of this corporation be, and they hereby

are, authorized and directed to prepare and file a Certificate of Designation of

Rights, Preferences and Privileges in accordance with the foregoing resolution

and the provisions of Delaware law and to take such actions as they may deem

necessary or appropriate to carry out the intent of the foregoing resolution."

 

     We further declare under penalty of perjury that the matters set forth in

the foregoing Certificate of Designation are true and correct of our own

knowledge.

 

     Executed at Chandler, Arizona on October 11, 1999.

 

 

                                        /s/ Steve Sanghi

                                        ----------------------------------------

                                        Steve Sanghi

                                        CHAIRMAN OF THE BOARD. PRESIDENT AND

                                        CHIEF EXECUTIVE OFFICER

 

 

                                        /s/ C. Philip Chapman

                                        ----------------------------------------

                                        C. Philip Chapman

                                        VICE PRESIDENT, CHIEF FINANCIAL OFFICER

                                        AND SECRETARY

 

[As Filed: 11-12-2002]