RESTATED CERTIFICATE OF INCORPORATION

 

                                       OF

 

                                  PAYCHEX, INC.

 

      This Restated Certificate of Incorporation of Paychex, Inc. (the

"Corporation") restates the provisions of the original Certificate of

Incorporation of the Corporation and supersedes the original Certificate of

Incorporation as heretofore amended or supplemented.

 

1.    The name of the corporation (hereafter the "Corporation") is Paychex, Inc.

The name under which the Corporation was originally incorporated was BLASE T.

GOLISANO, INC.

 

2.    The date of filing of the original Certificate of Incorporation of the

Corporation with the Secretary of State of the State of Delaware was April 26,

1979.

 

3.    The Certificate of Incorporation is restated to read as follows:

 

            1.    The name of the corporation is Paychex, Inc.

 

            2.    The address of its registered office in the State of Delaware

is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,

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

Corporation Trust Company.

 

            3.    The nature of the business or purposes to be conducted or

promoted is:

 

                  To act as designated agent for persons, partnerships, firms,

      associations, institutions or corporations employing persons performing

      services for wages, salaries or other forms of compensation;

 

                  To have the control, receipt, custody or disposal of, or pay

      the periodically due wages, salaries or compensation of an employee or

      group of employees, employed by one or more of the employers who shall

      designate the corporation as agent.

 

                  To perform such acts as are required of such employer or

      employers under any federal, state or local statute or ordinance with

      respect to payment of wages including, without limitation, the payment of

      statutory withholding taxes, mandatory

 

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      insurance premiums, other taxes and the preparation of payroll reports

      required to be submitted to governmental and other agencies.

 

                  To engage in any other commercial, mercantile, industrial,

      manufacturing, or franchise business permitted by law.

 

                  To engage in any lawful act or activity for which corporations

      may be organized under the General Corporation Law of Delaware.

 

                  To manufacture, 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.

 

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

      corporation or otherwise, the good will, 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.

 

                  To acquire, hold, use, sell, assign, lease, grant licenses 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, trade-marks and trade

      names, relating to or useful in connection with any business of this

      corporation.

 

                  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 trust 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

      corporations, joint stock companies, 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

 

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      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.

 

                  To borrow or raise money for any of the purposes of the

      corporation and, from time to time without limit as to amount, to draw,

      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.

 

                  To purchase, receive, take by grant, gift, 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 any interest therein, wherever

      situated.

 

                  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, so far as such powers and privileges

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

      business or purposes of the corporation.

 

                  The business and purposes specified in the foregoing clauses

      shall, except where otherwise expressed, be in nowise 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 business and purposes.

 

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            4.    The total number of shares of stock which the Corporation

      shall have authority to issue is 600,000,000 shares of common stock and

      the par value of each of such shares is $.01, amounting in the aggregate

      to $6,000,000.

 

            5.    The corporation is to have perpetual existence.

 

            6.    The directors shall be elected annually.

 

                  No director shall be personally liable to the corporation or

      its stockholders for monetary damages for breach of fiduciary duty as a

      director, provided that this provision shall not 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 intentional misconduct or a knowing violation

      of law, (iii) for paying a dividend or approving a stock repurchase which

      was illegal under Section 174 (or any successor section) of the Delaware

      General Corporation Law, or (iv) for any transaction from which the

      director derived an improper personal benefit. The foregoing provisions

      shall not eliminate or limit the liability of a director for any act or

      omission occurring prior to the date when such provisions become

      effective.

 

                  In furtherance and not in limitation of the powers conferred

      by statute, the Board of Directors is expressly authorized to make, alter

      or repeal the By-Laws of the Corporation.

 

            7.    Elections of directors need not be by written ballot unless

      the by-laws of the corporation shall so provide.

 

                  Meetings of stockholders may be held within or without the

      State of Delaware, 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.

 

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            8.    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 granted subject to this

      reservation.

 

4.    This Restated Certificate of Incorporation was duly adopted in accordance

with Section 245 of the Delaware General Corporation Law and only restates and

integrates and does not further amend the provisions of the Corporation's

Certificate of Incorporation as amended or supplemented, and there is no

discrepancy between those provisions and the provisions of this Restated

Certificate of Incorporation.

 

      IN WITNESS WHEREOF, Paychex, Inc. has caused this Restated Certificate of

Incorporation to be signed by its Secretary, John M. Morphy, this 12th day of

July, 2004.

 

                                             Paychex, Inc.

 

                                             By: /s/ John M. Morphy

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

                                                 John M. Morphy, Secretary

 

[As Filed: 07-20-2004]