<DOCUMENT>

<TYPE>EX-3.I

<SEQUENCE>3

<FILENAME>dex3i.txt

<DESCRIPTION>RESTATED CERTIFICATE OF INCORPORATION

<TEXT>

<PAGE>

 

                                                                    Exhibit 3(i)

 

                                    RESTATED

                                    --------

                          CERTIFICATE OF INCORPORATION

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

                                       OF

                                       --

                              NDCHEALTH CORPORATION

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

 

     NDCHealth Corporation (the "Corporation"), a corporation organized and

existing under the laws of the State of Delaware, hereby certifies as follows:

 

     1.  The name of the Corporation is NDCHealth Corporation. The Corporation

was originally incorporated under the name National Data Corporation and the

original Certificate of Incorporation of the Corporation was filed with the

Secretary of State of the State of Delaware on July 20, 1967.

 

     2.  This Restated Certificate of Incorporation of the Corporation restates

and integrates, and does not further amend, the Certificate of Incorporation of

the Corporation as heretofore amended. This Restated Certificate of

Incorporation has been adopted and approved in accordance with Section 245 of

the General Corporation Law of the State of Delaware. Stockholder approval of

this Restated Certificate of Incorporation was not required.

 

     3.  The text of the Certificate of Incorporation of the Corporation, as

heretofore amended, is hereby restated to read in its entirety as follows:

 

                                      FIRST

                                      -----

 

     The name of the corporation is NDCHealth Corporation.

 

                                     SECOND

                                     ------

 

     The address of its registered office in the State of Delaware is

Corporation Trust Center, 1209 Orange Street, in Wilmington, County of New

Castle. The name of the registered agent at such address is The Corporation

Trust Company.

 

                                      THIRD

                                      -----

 

     The nature of the business or purposes to be conducted or promoted is:

 

     1.  To plan, develop, operate, and lease data processing systems on a

nationwide basis; to send and receive data by any means of communication; to

provide data collection, control, and processing services to customers for the

purposes of distribution and inventory control, sales recording, personnel,

equipment, and shipments movements and control, cost control, market sampling,

dictation services, general management statistical information, and other

purposes without limitation; to record,

 

                                       -1-

 

<PAGE>

 

format, program, and retain data of any type; and to utilize computers, computer

programming, formatting, and communications devices for the purposes of

systematic data collection and disbursement.

 

     2.  To manufacture, lease, purchase or otherwise acquire, invest in, own,

mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal

in and deal with goods, wares and merchandise and personal property of every

class and description.

 

     3.  To enter into, make and perform contracts of every kind (including,

without limitation, contracts of guaranty and suretyship) for any lawful purpose

with any person, firm, association or corporation, municipality, body politic,

country, territory, state, government or dependency thereof.

 

     4.  To acquire, and pay for in cash, stock or bonds of this Corporation or

otherwise, the goodwill, rights, assets and property, and to undertake or assume

the whole or any part of the obligations or liabilities of any person, firm,

association or corporation.

 

     5.  To acquire, hold, use, sell, assign, lease, grant licenses or

franchises in respect of, mortgage or otherwise dispose of letters patent of the

United States or any foreign country, patent rights, licenses and privileges,

inventions, improvements and processes, copyrights, trademarks and trade names,

relating to or useful in connection with any business of this Corporation.

 

     6.  To acquire by purchase, subscription or otherwise, and to receive,

hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or

otherwise dispose of or deal in and with any of the shares of the capital stock,

or any voting trusts certificates in respect of the shares of capital stock,

scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other

securities, obligations, choses in action and evidences of indebtedness or

interest issued or created by any corporation, joint stock companies,

syndicates, associations, firms, trusts or persons, public or private, or by the

Government of the United States of America, or by any foreign government, or by

any state, territory, province, municipality or other political subdivision or

by any governmental agency, and as owner thereof to possess and exercise all the

rights, powers and privileges of ownership, including the right to execute

consents and vote thereon, and to do any and all acts and things necessary or

advisable for the preservation, protection, improvement and enhancement in value

thereof.

 

     7.  To borrow or raise monies for any of the purposes of the Corporation

and, from time to time without limit as to amount, to draw, to make, accept,

endorse, execute and issue promissory notes, drafts, bills of exchange,

warrants, bonds, debentures and other negotiable or non-negotiable instruments

and evidences of indebtedness, and to secure the payment of any thereof and of

the interest thereon by mortgage upon or pledge, conveyance or assignment in

trust of the whole or any part of the property of the Corporation, whether at

the time owned or thereafter acquired, and to sell, pledge or otherwise dispose

of such bonds or other obligations of the Corporation for its corporate

purposes.

 

                                       -2-

 

<PAGE>

 

     8.  To purchase, receive, take by grant, give, devise, bequest or

otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and

otherwise deal in and with real or personal property, or any interest therein,

wherever situated, and to sell, convey, lease, exchange, transfer or otherwise

dispose of, or mortgage or pledge, all or any of the Corporation's property and

assets, or interests therein, wherever situated.

 

     9.  In general, to possess and exercise all the powers and privileges

granted by the General Corporation Law of Delaware or by any other law of

Delaware or by this Certificate of Incorporation together with any powers

incidental thereto, all to the same extent as natural persons might or could do

in any part of the world, as principals, agents, contractors, trustees, or

otherwise, and either alone or in company with others; provided such powers and

privileges are necessary or convenient to the conduct, promotion or attainment

of the business or purposes of the Corporation.

 

     10. The businesses and purposes specified in the foregoing clauses shall,

except where otherwise expressed, be in no manner limited or restricted by

reference to, or inference from, the terms of any other clause in this

Certificate of Incorporation, but the business and purposes specified in each of

the foregoing clauses of this article shall be regarded as independent

businesses and purposes.

 

                                     FOURTH

                                     ------

 

     1.  The Corporation shall have the authority to be exercised by its Board

of Directors to issue 200,000,000 shares of Common Stock of the par value of

$.125 per share (the "Common Stock") and 1,000,000 shares of Preferred Stock of

the par value of $1.00 per share (the "Preferred Stock").

 

     2.  Each holder of Common Stock shall at every meeting of the holders of

Common Stock be entitled to one vote in person or by proxy for each share of

Common Stock held by such holder.

 

     3.  Authority is hereby expressly granted to and vested in the Board of

Directors to issue the Preferred Stock from time to time in one or more series

with such voting powers, full or limited, or no voting powers, and such

designations, preferences and relative, participating, optional or other special

rights, and qualifications, limitations or restrictions thereof, as shall be

stated and expressed in the resolution or resolutions adopted by the Board of

Directors providing for the issue of such series or in a resolution or

resolutions thereafter from time to time adopted as permitted by law. In fixing

and determining the relative rights and preferences of the shares of any series

of the Preferred Stock, the Board of Directors, within the limits from time to

time of the authorized but unissued shares of Common Stock, may provide that

shares of any such series of the Preferred Stock may be convertible into the

same or a different number of shares of Common Stock. In the event the Board of

Directors specifies that the Preferred Stock (or any series thereof) shall be

entitled to voting rights, the voting rights shall be limited to one vote for

each issued and outstanding share of Preferred Stock, and the Common

 

                                       -3-

 

<PAGE>

 

Stock and the Preferred Stock, unless otherwise required by law, shall vote

together as one class; provided, however, that the Board of Directors may

provide that the holders of the Preferred Stock (or any series thereof) shall

have greater or alternative voting rights in the event of a default by the

Corporation in the observance by the Corporation of the terms and conditions

relating to the Preferred Stock (or any series thereof).

 

     4.  Subject to the rights, if any, of the holders of the Preferred Stock,

or any series thereof, the amount of authorized stock of any class may be

increased or decreased by the affirmative vote of the holders of a majority of

the shares of Common Stock of the Corporation entitled to vote.

 

     5.  The Corporation shall be entitled to treat the person in whose name any

share, right or option is registered as the owner thereof, for all purposes, and

shall not be bound to recognize any equitable or other claim to or interest in

such share, right or option on the part of any other person, whether or not the

Corporation shall have notice thereof, except as may be expressly provided by

the laws of the State of Delaware.

 

     Pursuant to the authority conferred by this Article Fourth upon the Board

of Directors of the Company, the Board of Directors created a series of shares

of preferred stock designated as Series A Junior Participating Preferred Stock

by filing the Amended Certificate of Designations, Preferences, Limitations and

Relative Rights of Series A Junior Participating Preferred Stock with the

Secretary of State of the State of Delaware on April 10, 2001. The voting

powers, designations, preferences and relative rights and the qualifications,

limitations and restrictions thereof of the Company's Series A Junior

Participating Preferred Stock are set forth in Appendix A hereto and are

incorporated by reference.

 

                                      FIFTH

                                      -----

 

                              INTENTIONALLY OMITTED

 

                                      SIXTH

                                      -----

 

                              INTENTIONALLY OMITTED

 

                                     SEVENTH

                                     -------

 

     The Corporation is to have perpetual existence.

 

                                     EIGHTH

                                     ------

 

     1.  The Board of Directors shall be divided into three classes, designated

Class I, Class II and Class III, as nearly equal in number as the then total

number of directors constituting the whole Board permits, with the term of

office of one class expiring each year. At the annual meeting of stockholder in

1986, directors of Class I shall be elected to hold office for a term expiring

at the next succeeding annual meeting,

 

                                       -4-

 

<PAGE>

 

directors of Class II shall be elected to hold office for a term expiring at the

second succeeding annual meeting, and directors of Class III shall be elected to

hold office for a term expiring at the third succeeding annual meeting. At each

annual meeting of stockholders, the successors to the class of directors whose

term shall then expire shall be elected to hold office for a term expiring at

the third succeeding annual meeting.

 

     2.  The number of directors constituting the whole Board shall be as fixed

from time to time by vote of a majority of the whole Board, provided, however,

that the number of directors shall not be less than three and that the number

shall not be reduced so as to shorten the term of any director in office. The

number of directors constituting the whole Board shall hereafter be six until

otherwise fixed by a majority of the whole Board in accordance with the

preceding sentence. Any vacancies in the Board for any reason, and any newly

created directorships resulting from any increase in the directors, may be

filled by the Board, acting by a majority of the directors then in office, or by

its sole remaining director. Any director so chosen shall hold office until the

next election of the class for which such director shall have been chosen and

until his successor shall be elected and qualify, subject, however, to prior

death, resignation, retirement, disqualification or removal from office. Any

newly created or eliminated directorships resulting from an increase or decrease

in the authorized number of directors shall be appointed by the Board among the

three classes of directors so as to maintain such classes as nearly equal as

possible.

 

     3.  Any director, or the entire Board of Directors, may be removed from

office at any time, with or without cause, but only by the affirmative vote of

the holders of at least 80% of all classes of stock of the Corporation entitled

to vote in the election of directors, considered for the purposes of this

Article as one class.

 

     4.  In furtherance and not in limitation of the powers conferred by

statute, the Board is expressly authorized:

 

         (a)  To authorize and cause to be executed mortgages and liens upon the

     real and personal property of the Corporation.

 

         (b)  To set apart out of any of the funds of the Corporation available

     for dividends a reserve or reserves for any proper purpose and to abolish

     any such reserve in the manner in which it was created.

 

         (c)  By a majority of the whole Board, to designate one or more

     committees, each committee to consist of two or more of the directors of

     the Corporation. The Board may designate one or more directors as

     alternative members of any committee, who may replace any absent or

     disqualified member at any meeting of the committee. Any such committee, to

     the extent provided in a resolution or in the By-Laws of the Corporation,

     shall have and may exercise the powers of the Board in the management of

     the business and affairs of the Corporation, and may authorize the seal of

     the Corporation to be affixed to all papers which may require it; provided,

     however, the By-Laws may provide that in

 

                                       -5-

 

<PAGE>

 

         the absence or disqualification of any member of such committee or

         committees, the member or members thereof present at any meeting and

         not disqualified from voting, whether or not he or they constitute a

         quorum, may unanimously appoint another member of the Board to act at a

         meeting in place of any such absent or disqualified member.

 

                                      NINTH

                                      -----

 

         Whenever a compromise or arrangement is proposed between this

Corporation and its creditors or any class of them and/or between this

Corporation and its stockholders or any class of them, any court of equitable

jurisdiction within the State of Delaware may, on the application in summary way

of this Corporation or of any creditor or stockholder thereof, or on the

application of any receiver or receivers appointed for this Corporation under

the provisions of Section 291 of Title 8 of the Delaware Code or on the

application of trustees in dissolution or of any receiver or receivers appointed

for this Corporation under the provisions of Section 279 of Title 8 of the

Delaware Code order a meeting of the creditors or class of creditors, and/or of

the stockholders or class of stockholders of this Corporation, as the case may

be, to be summoned in such manner as the said court directs. If a majority in

number representing three-fourths in value of the creditors or class of

creditors, and/or of the stockholders or class of stockholders of this

Corporation, as the case may be, agree to any compromise or arrangement and to

reorganization of this Corporation as consequence of such compromise or

arrangement, the said compromise or arrangement and the said reorganization

shall, if sanctioned by the court to which the said application has been made,

be binding on all the creditors or class of creditors, and/or on all the

stockholders or class of stockholders, of this Corporation, as the case may be,

and also on this Corporation.

 

                                      TENTH

                                      -----

 

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

Delaware, in such manner as the By-Laws 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 By-Laws of the Corporation.

Elections of directors need not be by written ballot unless the By-Laws of the

Corporation shall so provide.

 

                                    ELEVENTH

                                    --------

 

         The Corporation reserves the right to amend, alter, change or repeal

any provision contained in this Certificate of Incorporation, in the manner now

or hereafter prescribed by statute, and all rights conferred upon stockholders

herein are subject to this reservation.

 

                                       -6-

 

<PAGE>

 

                                     TWELFTH

                                     -------

 

         1.       The provisions of this Article Twelfth shall apply to any of

the following transactions (hereinafter referred to as "Business Combinations");

 

                  (a) any merger or consolidation of the Corporation or any of

         its affiliates (as hereinafter defined) with or into any other

         corporation, person, or other entity which is the beneficial owner,

         directly or indirectly, of 10% or more of the outstanding shares of

         capital stock of the Corporation entitled to vote in the election of

         directors; or

 

                  (b) any sale, lease, exchange, or other disposition (in one

         transaction or in a series of related transactions) of all or

         substantially all of the assets of the Corporation or any of its

         affiliates to any other corporation, person or other entity which is

         the beneficial owner, directly or indirectly, of 10% or more of the

         outstanding shares of capital stock of the Corporation entitled to vote

         in the election of directors; or

 

                  (c) any sale, lease, exchange, or other disposition (in one

         transaction or in a series of related transactions) to the Corporation

         or any of its affiliates of any assets, cash, or securities in exchange

         for shares of capital stock of the Corporation or any of its affiliates

         entitled to vote in the election of directors (or securities

         convertible into or exchangeable for such shares of capital stock, or

         options, warrants, or rights to purchase such shares of capital stock

         or securities convertible into or exchangeable for such shares of

         capital stock) by any corporation, person, or entity which is the

         beneficial owner, directly or indirectly, of 10% or more of the

         outstanding shares of capital stock of the Corporation entitled to vote

         in the election of directors; or

 

                  (d) the adoption of any plan or proposal for the liquidation

         or dissolution of the Corporation; or

 

                  (e) any reclassification of securities (including any reverse

         stock split), recapitalization or other transaction which would result

         in a decrease in the number of holders of the outstanding shares of

         capital stock of the Corporation entitled to vote in the election of

         directors after any other corporation, person or other entity has

         acquired 25% or more of the outstanding shares of capital stock of the

         Corporation entitled to vote in the election of directors, unless the

         Board of Directors of the Corporation shall have authorized such

         Business Combination prior to the time that any such corporation,

         person or other entity became the beneficial owner, directly or

         indirectly, of 25% or more of the outstanding shares of capital stock

         of the Corporation entitled to vote in the election of directors.

 

         A corporation, person or other entity which is the beneficial owner,

directly or indirectly, of 10% or more of the outstanding shares of capital

stock of the Corporation entitled to vote in the election of directors (taken

together as a single class) is herein

 

                                       -7-

 

<PAGE>

 

referred to as the "Acquiring Entity." For the purpose of this Article, the term

"affiliate" shall have the meaning defined in Rule 12b-2 of the General Rules

and Regulations under the Securities Exchange Act of 1934 as in effect on July

1, 1979.

 

         2.     No Business Combination shall be effected unless it is approved

at a meeting of the Corporation's stockholders called for that purpose. The

affirmative vote of the holders of at least 66 2/3% of all classes of capital

stock of the Corporation entitled to vote in the election of directors,

considered for the purposes of this Article as one class, shall be required for

approval of any such Business Combination, excluding all shares of such capital

stock beneficially owned, directly or indirectly, by the Acquiring Entity from

the number of shares deemed to be outstanding at the time of such vote and from

such vote on the Business Combination. The affirmative vote required by this

Article shall be in addition to the vote of the holders of any class or series

of capital stock of the Corporation otherwise required by law, or by the

Certificate of Incorporation of the Corporation, or by the resolution providing

for the issuance of a class or series of stock which has been adopted by the

Board of Directors, or by any agreement between the Corporation and any national

securities exchange.

 

         3.     In addition to the affirmative vote required by law or under any

other provision of this Certificate of Incorporation, no Business Combination

shall be effected unless all of the following conditions, to the extent

applicable, are fulfilled.

 

                (a) The ratio of (i) the aggregate amount of the cash and the

         fair market value of the other consideration to be received per share

         by the holders of the Common Stock of the Corporation in the Business

         Combination to (ii) the market price of the Common Stock of the

         Corporation immediately prior to the announcement of the Business

         Combination shall be at least as great as the ratio of (i) the highest

         price per share previously paid by the Acquiring Entity (whether before

         or after it became an Acquiring Entity) for any of the shares of Common

         Stock of the Corporation at any time beneficially owned, directly or

         indirectly, by the Acquiring Entity to (ii) the market price of the

         Common Stock of the Corporation on the trading date immediately prior

         to the earliest date on which the Acquiring Entity (whether before or

         after it became an Acquiring Entity) purchased any shares of Common

         Stock of the Corporation during the two-year period prior to the date

         on which the Acquiring Entity acquired the shares of Common Stock of

         the Corporation at any time owned by it for which it paid the highest

         price per share (or, if the Acquiring Entity did not purchase any

         shares of Common Stock of the Corporation during such two-year period,

         the market price of the Common Stock of the Corporation on the date two

         years prior to the date on which the Acquiring Entity acquired the

         shares of Common Stock of the Corporation at any time owned by it for

         which it paid the highest price per share). For purposes of this

         Article, the market price of the Common Stock of the Corporation shall

         mean the mean between the high "bid" and the low "asked" prices of the

         Common Stock in the over-the-counter market on the day on which such

         value is to be determined or, if no shares were traded on such day, on

         the next preceding day on which shares were traded, as reported by the

         National

 

                                       -8-

 

<PAGE>

 

         Association of Securities Dealers Automatic Quotation System (NASDAQ)

         or other national quotation service. If the Common Stock of the

         Corporation is not regularly traded in the over-the-counter market but

         is registered on a national securities exchange, the market value of

         the Common Stock shall mean the closing price of the Common Stock on

         such national securities exchange on the day on which such value is to

         be determined or, if no shares were traded on such day, on the next

         preceding day on which shares were traded, as reported by National

         Quotation Bureau, Incorporated or other national quotation service.

 

                  (b) The aggregate amount of the cash and the fair market value

         of the other consideration to be received per share by the holders of

         the Common Stock of the Corporation in the Business Combination shall

         be not less than the higher of (i) the highest price per share

         previously paid by the Acquiring Entity (whether before or after it

         became an Acquiring Entity) for any of the shares of Common Stock of

         the Corporation at any time beneficially owned, directly or indirectly,

         by the Acquiring Entity, or (ii) the earnings per share of the Common

         Stock of the Corporation for the four full consecutive fiscal quarters

         immediately preceding the record date for solicitation of votes on the

         Business Combination multiplied by the price/earnings multiple on such

         record date of the Common Stock of the Acquiring Entity as customarily

         computed and reported in the financial community.

 

                  (c) The consideration to be received by the holders of the

         Common Stock of the Corporation in the Business Combination shall be in

         the same form and of the same kind as the consideration paid by the

         Acquiring Entity in acquiring the majority of the shares of Common

         Stock of the Corporation already beneficially owned, directly or

         indirectly, by the Acquiring Entity.

 

                  (d) The Acquiring Entity shall not have acquired from the

         Corporation, directly or indirectly, any shares of capital stock of the

         Corporation entitled to vote in the election of directors except in a

         Business Combination to which this Article did not apply or in a

         Business Combination to which this Article did apply and which

         satisfied all of the requirements of this Article.

 

                  (e) After the time when the Acquiring Entity became the

         beneficial owner, directly or indirectly, of 25% or more of the

         outstanding shares of capital stock of the Corporation entitled to vote

         in the election of directors, and prior to consummation of the Business

         Combination, the Acquiring Entity (i) shall not have received the

         benefit, directly or indirectly, of any loans, advances, extensions of

         credit, guarantees, pledges or other financial assistance or tax

         benefits provided, directly or indirectly, by the Corporation; (ii)

         shall not have acquired, directly or indirectly, any newly issued

         shares of stock of the Corporation (except upon conversion of

         convertible securities acquired by the Acquiring Entity prior to the

         time when it became the beneficial owner, directly or indirectly, of

         25% or more of the outstanding shares of capital stock of the

         Corporation entitled to vote in the election of directors or except as

         a result of a

 

                                       -9-

 

<PAGE>

 

         pro rata stock dividend or stock split); and (iii) shall not have

         acquired any additional shares of capital stock of the Corporation

         entitled to vote in the election of directors or securities convertible

         into such capital stock except as part of the transaction pursuant to

         which the Acquiring Entity became the beneficial owner, directly or

         indirectly, of 25% or more of the outstanding shares of such capital

         stock.

 

                  (f) A proxy statement complying with the requirements of the

         Securities Exchange Act of 1934, or any similar or superseding federal

         statute, as then in effect (whether or not the provisions of such act

         or statute shall be applicable to the Corporation) shall be mailed to

         stockholders of the Corporation for the purpose of soliciting approval

         of the Business Combination and shall contain therein, in a prominent

         place, a detailed statement showing that the Business Combination, if

         approved by the stockholders of the Corporation, will comply with the

         terms and provisions of this Article.

 

         4.       For the purpose of this Article, any corporation, person or

entity will be deemed to be a beneficial owner of or to beneficially own any

share or shares of capital stock of the Corporation:

 

                  (a) which it owns directly, whether or not of record, or

 

                  (b) which it has the right to acquire (whether such right is

         exercisable immediately or only after the passage of time) pursuant to

         any agreement or arrangement or understanding or upon exercise of

         conversion rights, exchange rights, warrants or options or otherwise,

         or which it has the right to vote pursuant to any agreement,

         arrangement, or understanding, or

 

                  (c) which are beneficially owned, directly or indirectly

         (including shares deemed to be owned through application of clause (b)

         above), by any "affiliate" or "associate" as those terms are defined in

         Rule 12b-2 of the General Rules and Regulations under the Securities

         Exchange Act of 1934 as in effect on July 1, 1979, or

 

                  (d) which are beneficially owned, directly or indirectly

         (including shares deemed to be owned through application of clause (b)

         above), by any other corporation, person or entity with which it or any

         of its "affiliates" or "associates" have any agreement or arrangement

         or understanding for the purpose of acquiring, holding, voting or

         disposing of shares of capital stock of the Corporation entitled to

         vote in the election of directors.

 

         For the purpose only of determining whether a corporation, person or

other entity beneficially owns, directly or indirectly, any outstanding shares

of capital stock of the Corporation entitled to vote in the election of

directors, the outstanding shares of capital stock of the Corporation entitled

to vote in the election of directors will be deemed to include any such shares

of capital stock that may be issuable pursuant to any agreement,

 

                                       -10-

 

<PAGE>

 

arrangement or understanding or upon exercise of conversion rights, exchange

rights, warrants, options or otherwise which are deemed to be beneficially owned

by such corporation, person or other entity pursuant to the foregoing provisions

of this Section 4, but shall not include any other shares which may be issuable

either immediately or at some future date pursuant to any agreement, arrangement

or understanding or upon exercise of conversion rights, exchange rights,

warrants, options, or otherwise.

 

     5.  The provisions of this Article shall not apply to a Business

Combination which was approved by the Board of Directors of the Corporation

prior to the time when the Acquiring Entity became the beneficial owner,

directly or indirectly, of 10% or more of the outstanding shares of capital

stock of the Corporation entitled to vote in the election of directors. The

provisions of this Article also shall not apply to a Business Combination which

(i) does not change any stockholder's percentage ownership in the shares of

capital stock entitled to vote in the election of directors in any successor of

the Corporation from the percentage of the shares of such capital stock

beneficially owned by such stockholder in the Corporation, (ii) provides for the

provisions of this Article, without any amendment, change, alteration or

deletion, to apply to any successor to the Corporation, and (iii) does not

transfer all or substantially all of the Corporation's assets, other than to a

wholly-owned subsidiary of the Corporation; provided, however, that nothing

contained in this Section 5 shall permit the Corporation to issue any of its

shares of capital stock entitled to vote in the election of directors or to

transfer any of its assets to a wholly-owned subsidiary of the Corporation if

such issuance of stock or transfer of assets is part of the plan to transfer

such stock or assets to an Acquiring Entity.

 

     6.  Nothing contained in this Article shall be construed to relieve an

Acquiring Entity from any fiduciary obligation imposed by law. In addition,

nothing contained in this Article shall prevent any stockholders of the

Corporation from objecting to any Business Combination and from demanding any

appraisal rights which may be available to such stockholder under Section 262 of

the Delaware General Corporation Law, as such Section may be amended from time

to time.

 

     7.  No amendment, alteration, change or repeal of any provision of this

Article may be effected unless it is approved at a meeting of the Corporation's

stockholders called for that purpose. Notwithstanding any other provision of the

Certificate of Incorporation, the affirmative vote of the holders of at least 66

2/3% of all classes of capital stock of the Corporation entitled to vote in the

election of directors, considered for purposes of this Article as one class,

shall be required to amend, alter, change or repeal, directly or indirectly, any

provision of this Article, excluding all shares of such capital stock

beneficially owned, directly or indirectly, by the Acquiring Entity from the

number of shares deemed to be outstanding at the time of such vote and from such

vote on such amendment, alteration, change or repeal of any provision of this

Article.

 

                                      -11-

 

<PAGE>

 

                                   THIRTEENTH

 

     Notwithstanding any other provision of this Certificate of Incorporation or

the By-Laws of the Corporation to the contrary, no action shall be taken by the

stockholders of the Corporation except at an annual or a special meeting of the

stockholders of the Corporation.

 

                                   FOURTEENTH

 

     1.  The Board shall have the power to alter, amend or repeal the By-Laws of

the Corporation or adopt new By-Laws, but any By-Laws adopted by the Board may

be altered, amended or repealed, and new By-Laws adopted, by the stockholders of

the Corporation. The stockholders may prescribe that any By-Laws adopted by them

shall not be altered, amended or repealed by the Board.

 

     2.  Notwithstanding the foregoing and anything contained in this

Certificate of Incorporation or the By-Laws of the Corporation to the contrary,

any action taken by the Board with respect to altering, amending or repealing

any provision of the By-Laws of the Corporation, or adopting new By-Laws, shall

be effected only by the affirmative vote of at least two-thirds (2/3) of the

total number of directors then holding office.

 

     3.  Notwithstanding the foregoing and anything contained in this

Certificate of Incorporation or the By-Laws of the Corporation to the contrary,

any action taken by the stockholders of the Corporation with respect to

altering, amending, or repealing any provision of the By-Laws of the

Corporation, or adopting new By-Laws, or altering, amending or repealing Article

Eighth, Thirteenth, or this Article Fourteenth of the Corporation's Certificate

of Incorporation, shall be effected only by the affirmative vote of the holders

of at least eighty percent (80%) of all classes of stock of the Corporation

entitled to vote in the election of directors, considered for the purposes of

this Article as one class.

 

                                    FIFTEENTH

 

     No director of the Corporation shall be personally liable to the

Corporation or its stockholders for monetary damages for breach of fiduciary

duty as a director, provided that nothing in this Article Fifteenth shall be

construed so as to eliminate or limit the liability of a director (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, (iv) for any transaction from which the

director derived an improper personal benefit or (v) for any act or omission

occurring prior to the effective date of this Article Fifteenth. No amendment to

or repeal of this Article Fifteenth shall adversely affect any right, benefit or

protection of a director of the Corporation existing at the time of such

amendment or repeal with respect to any acts or omissions occurring prior to

such amendment or repeal.

 

                                      -12-

 

<PAGE>

 

                                   Appendix A

 

          AMENDED CERTIFICATE OF DESIGNATIONS, PREFERENCES, LIMITATIONS

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

                              AND RELATIVE RIGHTS

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

                                       OF

                                       --

                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

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

                                       OF

                                       --

                              NDCHEALTH CORPORATION

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

 

     NDCHealth Corporation, a corporation organized and existing under the laws

of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY:

 

     That, the Corporation has designated 1,000,00 shares of its Preferred

Stock, par value $1.00 per share (the "Preferred Stock") as Series A Junior

Participating Preferred Stock of the Corporation ("Series A Shares") pursuant to

a Certificate of Designations, originally filed with the Secretary of State of

Delaware on January 22, 1991, and as amended pursuant to an Amended Certificate

of Designations filed with the Secretary of State of Delaware on October 28,

1996 ("Certificate of Designations");

 

     That, none of the Series A Shares have been issued and there are no

securities convertible into the Series A Shares outstanding or reserved for

issuance upon the exercise of outstanding options, rights or warrants or upon

the conversion of any outstanding securities issued by the Corporation;

 

     That, pursuant to the authority conferred upon the Board of Directors of

the Corporation by the Corporation's Certificate of Incorporation, as amended,

the Board of Directors adopted resolutions by unanimous written consent on March

26, 2001 in accordance with the provisions of Section 228 of the Delaware

General Corporation Law, decreasing the number of shares designated as Series A

Shares from 1,000,000 shares to 200,000 shares and replacing the existing

Certificate of Designations in its entirety with the following:

 

     1.  Series A Junior Participating Preferred Stock. There is hereby

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

established a series of Preferred Stock, $1.00 par value per share, of the

Corporation, and the designation and certain terms, powers, preferences and

other rights of the shares of such series, and certain qualifications,

limitations and restrictions thereon, are hereby fixed as follows:

 

         (i)   The distinctive serial designation of this series shall be

"Series A Junior Participating Preferred Stock" (hereinafter called "this

Series"). Each share of this Series shall be identical in all respects with the

other shares of this Series except as to the dates from and after which

dividends thereon shall be cumulative.

 

         (ii)  The number of shares in this Series shall initially be 200,000,

which number may from time to time be increased or decreased (but not below the

 

                                      -13-

 

<PAGE>

 

number then outstanding) by the Board of Directors. Shares of this Series

purchased by the Corporation shall be canceled and shall revert to authorized

but unissued shares of Preferred Stock undesignated as to series. Shares of this

Series may be issued in fractional shares, which fractional shares shall entitle

the holder, in proportion to such holder's fractional share, to all rights of a

holder of a whole share of this Series.

 

         (iii)  The holders of full or fractional shares of this Series shall be

entitled to receive, when and as declared by the Board of Directors, but only

out of funds legally available therefor, dividends, (A) on each date that

dividends or other distributions (other than dividends or distributions payable

in Common Stock of the Corporation) are payable on or in respect of Common Stock

comprising part of the Reference Package (as defined below), in an amount per

whole share of this Series equal to the aggregate amount of dividends or other

distributions (other than dividends or distributions payable in Common Stock of

the Corporation) that would be payable on such date to a holder of the Reference

Package and (B) on the last day of March, June, September and December in each

year, in an amount per whole share of this Series equal to the excess (if any)

of $1.00 over the aggregate dividends paid per whole share of this Series during

the three-month period ending on such last day. Each such dividend shall be paid

to the holders of record of shares of this Series on the date, not exceeding 60

days preceding such dividend or distribution payment date, fixed for that

purpose by the Board of Directors in advance of payment of each particular

dividend or distribution. Dividends on each full and each fractional share of

this Series shall be cumulative from the date such full or fractional share is

originally issued; provided that any such full or fractional share originally

issued after a dividend record date and on or prior to the dividend payment date

to which such record date relates shall not be entitled to receive the dividend

payable on such dividend payment date or any amount in respect of the period

from such original issuance to such dividend payment date.

 

         The term "Reference Package" shall initially mean 1,000 shares of

Common Stock, $.125 par value ("Common Stock"), of the Corporation. In the event

the Corporation shall at any time (A) declare or pay a dividend on any Common

Stock payable in Common Stock, (B) subdivide any Common Stock or (C) combine any

Common Stock into a smaller number of shares, then and in each such case the

Reference Package after such event shall be the Common Stock that a holder of

the Reference Package immediately prior to such event would hold thereafter as a

result thereof.

 

         Holders of shares of this Series shall not be entitled to any

dividends, whether payable in cash, property or stock, in excess of full

cumulative dividends, as herein provided, on this Series.

 

         So long as any shares of this Series are outstanding, no dividend

(other than a dividend in Common Stock or in any other stock ranking junior to

this Series as to dividends and upon liquidation) shall be declared or paid or

set aside for payment or other distribution declared or made upon the Common

Stock or upon any other stock ranking junior to this Series as to dividends or

upon liquidation, nor shall any Common Stock nor any other stock of the

Corporation ranking junior to or on a parity with this Series as to dividends or

upon liquidation be redeemed, purchased or otherwise acquired

 

                                      -14-

 

<PAGE>

 

for any consideration (or any moneys be paid to or made available for a sinking

fund for the redemption of any shares of any such stock) by the Corporation

(except by conversion into or exchange for stock of the Corporation ranking

junior to this Series as to dividends and upon liquidation), unless, in each

case, the full cumulative dividends (including the dividend to be due upon

payment of such dividend, distribution, redemption, purchase or other

acquisition) on all outstanding shares of this Series shall have been, or shall

contemporaneously be, paid.

 

         (iv)  In the event of any merger, consolidation, reclassification 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 this Series shall at the same time be similarly

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

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

case may be, that a holder of the Reference Package would be entitled to receive

as a result of such transaction.

 

         (v)   In the event of any liquidation, dissolution or winding up of the

affairs of the Corporation, whether voluntary or involuntary, the holders of

full and fractional shares of this Series shall be entitled, before any

distribution or payment is made on any date to the holders of the Common Stock

or any other stock of the Corporation ranking junior to this Series upon

liquidation, to be paid in full an amount per whole share of this Series equal

to the greater of (A) $1.00 or (B) the aggregate amount distributed or to be

distributed prior to such date in connection with such liquidation, dissolution

or winding up to a holder of the Reference Package (such greater amount being

hereinafter referred to as the "Liquidation Preference"), together with accrued

dividends to such distribution or payment date, whether or not earned or

declared. If such payment shall have been made in full to all holders of shares

of this Series, the holders of shares of this Series as such shall have no right

or claim to any of the remaining assets of the Corporation.

 

         In the event the assets of the Corporation available for distribution

to the holders of shares of this Series upon any liquidation, dissolution or

winding up of the Corporation, whether voluntary or involuntary, shall be

insufficient to pay in full all amounts to which such holders are entitled

pursuant to the first paragraph of this Section (v), no such distribution shall

be made on account of any shares of any other class or series of Preferred Stock

ranking on a parity with the shares of this Series upon such liquidation,

dissolution or winding up unless proportionate distributive amounts shall be

paid on account of the shares of this Series, ratably in proportion to the full

distributable amounts for which holders of all such parity shares are

respectively entitled upon such liquidation, dissolution or winding up.

 

         Upon the liquidation, dissolution or winding up of the Corporation, the

holders of shares of this Series then outstanding shall be entitled to be paid

out of assets of the Corporation available for distribution to its stockholders

all amounts to which such holders are entitled pursuant to the first paragraph

of this Section (v) before any payment shall be made to the holders of Common

Stock or any other stock of the Corporation ranking junior upon liquidation to

this Series.

 

                                      -15-

 

<PAGE>

 

         For the purposes of this Section (v), the consolidation or merger of,

or binding share exchange by, the Corporation with any other corporation shall

not be deemed to constitute a liquidation, dissolution or winding up of the

Corporation.

 

         (vi)  The shares of this Series shall not be redeemable.

 

         (vii) In addition to any other vote or consent of stockholders required

by law or by the Certificate of Incorporation of the Corporation, each whole

share of this Series shall, on any matter, vote as a class with any other

capital stock comprising part of the Reference Package and voting on such matter

and shall have the number of votes thereon that a holder of the Reference

Package would have.

 

                          *** Signature Page Follows***

 

 

                                       -16-

 

<PAGE>

 

     IN WITNESS WHEREOF, NDCHealth Corporation has caused this Restated

Certificate of Incorporation of the Corporation to be signed and acknowledged by

the undersigned this 28th day of November, 2001.

 

                                           /s/ Patricia A. Wilson

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

                                           Patricia A. Wilson

                                           General Counsel and Secretary

 

                                      -17-

 

</TEXT>

</DOCUMENT>