SMTC


RESTATED CERTIFICATE OF INCORPORATION
OF
SEMTECH CORPORATION

Semtech Corporation, a corporation organized and existing under the laws of
the State of Delaware (the "Corporation", or this "Corporation"), hereby
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certifies as follows:

1. The Corporation's present name is Semtech Corporation, originally
incorporated as American Semiconductor Corp.

2. The date of the filing of its original Certificate of
Incorporation with the Secretary of State of the State of Delaware was December
19, 1960.

3. This Restated Certificate of Incorporation has been duly adopted
pursuant to and in accordance with Section 245 of the General Corporation Law of
the State of Delaware and restates and integrates and does not further amend the
provisions of the Certificate of Incorporation of the Corporation as theretofore
amended or supplemented, and there is no discrepancy between the provisions of
the Certificate of Incorporation of the Corporation and the provisions of this
Restated Certificate of Incorporation.

4. The Certificate of Incorporation of the Corporation is hereby
restated so as to read in its entirety as follows:

FIRST: The name of the Corporation is SEMTECH CORPORATION.
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SECOND: The address of the Corporation's registered office in the State of
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Delaware is 2711 Centerville Road, Suite #400, in the City of Wilmington, County
of New Castle, 19808 and the name of the Corporation's registered agent at that
address is United States Corporation Company.

THIRD: The nature of the business of the Corporation and the objects or
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purposes proposed to be transacted, promoted or carried on by it are:

To engage in and promote research, experimentation and development of any
kind whatsoever in the field or science of solid state physics, electronics,
semi-conductors, electricity, metallurgy, chemistry and any of the other arts or
sciences; to furnish technical and advisory services and to engage in and carry
on a general consultative and development business, including designing,
planning, construction, repairing or engaging in any work upon any and all
inventions, devices, improvements, machines, electrical or mechanical
contrivances, tools, articles and things, or in the parts or accessories thereof
or therefor; to develop or assist in the development of patents, inventions and
improvements, either itself or for others, and to turn the same to account; to
own, lease or otherwise acquire, use, or dispose of laboratories, plants,
factories, or workshops, for experimental, manufacturing and development
purposes; and to devise and improve upon inventions and mechanical or other
devices of any and all kinds.

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To design, develop, experiment with, manufacture or have manufactured,
produce, assemble, buy, lease or otherwise acquire, own use, store, import,
export, sell, lease or otherwise dispose of and generally to deal in and with
(as contractor, subcontractor, principal, agent, commission merchant, broker,
factor or any combination of the foregoing and at wholesale or retail or both)
semi-conductors and transducers, and electronic devices and machines of all
kinds.

To adopt, apply for, obtain, register, purchase, lease, take assignments
and licenses in respect of or otherwise acquire, and to maintain, protect, hold,
own, use, enjoy, control, exercise, develop, operate, introduce, turn to
account, grant licenses or other rights in respect of, sell, assign, lease,
mortgage, pledge or otherwise dispose of:

(a) any and all inventions, devices, formulae, processes and all
improvements and modifications thereof;

(b) any and all letters patent, and/or applications therefor, of the United
States or of any other country or government, and all rights connected therewith
or appertaining thereto;

(c) any and all copyrights granted by the United States or by any other
country or government:

(d) any and all trademarks, trade names, trade symbols, goodwill and other
indications of origin or ownership granted by or recognized under the laws or
decisions of the United States or of any other country or government.

To manufacture, buy, sell, deal in, and to engage in, conduct and carry on
the business of manufacturing, buying, selling and dealing in goods, wares, and
merchandise of every class and description necessary or useful for the
operations of this Corporation.

To improve, manage, develop, sell, assign, transfer, lease, mortgage,
pledge, or otherwise dispose of or turn to account or deal with all or any part
of the property of the Corporation and from time to time to vary any investment
or employment of capital of the Corporation.

To borrow money, and to make and issue notes, bonds, debentures,
obligations and evidences of indebtedness of all kinds, whether secured by
mortgage, pledge or otherwise, without limit as to amount, and to secure the
same by mortgage, pledge or otherwise; and generally to make and perform
agreements and contracts of every kind and description.

To the same extent as natural persons might or could do, to purchase or
otherwise acquire and to hold, own, maintain, work, develop, sell, lease,
exchange, hire, convey, mortgage or otherwise dispose of and deal in, lands and
leaseholds, and any interest, estate and rights in real property, and any
personal or mixed property, and any franchises, rights, licenses or privileges
necessary, convenient or appropriate for any of the purposes herein expressed.

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To do all and everything necessary, suitable and proper for the
accomplishment of any of the purposes or the attainment of any of the objects or
the furtherance of any of the powers hereinbefore set forth, either alone or in
association with other corporations, firms or individuals, and to do every other
act or acts, thing or things incidental or appurtenant to or growing out of or
connected with the aforesaid business or powers or any part or parts thereof,
provided the same be not inconsistent with the laws under which this Corporation
is organized.

To acquire by purchase, subscription or otherwise, and to hold for
investment or otherwise and to use, sell, assign, transfer, mortgage, pledge or
otherwise deal with or dispose of stocks, bonds or any other obligations or
securities of any corporation or corporations; to merge or consolidate with any
corporation in such manner as may be permitted by law; to aid in any manner any
corporation whose stocks, bonds or other obligations are held or in any manner
guaranteed by this Corporation, or in which this Corporation is in any way
interested; and to do any other acts or things for the preservation, protection,
improvement or enhancement of the value of any such stock, bonds or other
obligations; and while owner of any such stock, bonds or other obligations to
exercise all the rights, powers and privileges of ownership thereof, and to
exercise any and all voting powers thereon; to guarantee the payment of
dividends upon any stock, or the principal or interest or both, of any bonds or
other obligations, and the performance of any contracts.

The business or purpose of the Corporation is from time to time to do any
one or more of the acts and things hereinabove set forth, and it shall have
power to conduct and carry on its said business, or any part thereof, and to
have one or more offices, and to exercise any or all of its corporate powers and
rights, in the State of Delaware, and in the various other states, territories,
colonies and dependencies of the United States, in the District of Columbia, and
in all or any foreign countries.

The enumeration herein of the objects and purposes of this Corporation
shall be construed as powers as well as objects and purposes and shall not be
deemed to exclude by inference any powers, objects or purposes which this
Corporation is empowered to exercise, whether expressly by force of the laws of
the State of Delaware now or hereafter in effect or impliedly by the reasonable
construction of the said laws.

FOURTH: Number of Shares
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(1) The Corporation is authorized to issue two classes of stock designated
"Preferred Stock" and "Common Stock," respectively. The total number of shares
of Preferred Stock authorized to be issued is Ten Million (10,000,000) and each
such share shall have a par value of one cent ($.01). The total number of
shares of Common Stock authorized to be issued is Two Hundred Fifty Million
(250,000,000) and each such share shall have a par value of one cent ($.01).

(2) The Shares of preferred Stock may be issued from time to time in one or
more series. The Board of Directors of the Corporation is hereby authorized, by
filing a certificate pursuant to the applicable law of the State of Delaware, to
establish from time

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to time the number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof, including, but not
limited to the fixing or alteration of the dividend rights, dividend rate,
conversion rights, voting rights, rights and terms of redemption (including
sinking fund provisions), the redemption price or prices, and the liquidation
preferences of any wholly unissued series of shares of Preferred Stock, or any
of them; and to increase or decrease the number of shares of any series
subsequent to the issue of the shares of that series, but not below the number
of shares of any 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.

(3) The Designation, Preferences and Rights of Series X Junior
Participating Preferred Stock is attached hereto as Exhibit A.

FIFTH: The minimum amount of capital with which the Corporation will
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commence business is one thousand dollars ($1,000.00).

SIXTH: The Corporation is to have perpetual existence.
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SEVENTH: The private property of the stockholders shall not be subject to
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the payment of corporate debts to any extent whatever.

EIGHTH: No contract or other transaction between the Corporation and any
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other corporation shall be affected or invalidated by the fact that any one or
more of the directors of this Corporation is or are interested in, or is a
director or officer, or are directors or officers of such other corporation, and
any director or directors, individually or jointly may be a party or parties to
or may be interested in any contract or transaction of this Corporation or in
which this Corporation is interested; and no contract, act or transaction of
this Corporation with any person or persons, firm or association, shall be
affected or invalidated by the fact that any director or directors of this
Corporation is a party, or are parties to, or interested in, such contract, act
or transaction, or in any way connected with such person or persons, firm or
association, and each and every person who may become a director of this
Corporation is hereby relieved from any liability that might otherwise exist
from contracting with the Corporation for the benefit of himself or any firm or
corporation in which he may be in any wise interested.

NINTH:
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(1) to the fullest extent permitted by the Delaware General Corporation Law
as it presently exists or may hereafter be amended, no director of the
Corporation shall be liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director. Neither the amendment nor
repeal of this Section (1), nor the adoption of any provision of the Certificate
of Incorporation of the Corporation inconsistent with this Section (1), shall
eliminate or reduce the effect of this Section (1) in respect of any act or
omission of any director of the Corporation or any matter

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occurring, or any cause of action, suit or claim that, but for this Section (1),
would accrue or arise prior to such amendment, repeal or adoption of an
inconsistent provision.

(2)(a) Each person who was or is made a party or is threatened to be made a
party to or is involved in any claim, action, suit or proceeding, whether civil,
criminal, administrative, investigative or other (hereinafter a "proceeding"),
by reason of the fact that such person, or a person of whom such person is the
legal representative, is or was a director, officer, employee or agent of the
Corporation or is or was serving in the course of such employment, or at the
request of the Corporation, as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether the basis of
such proceeding is alleged action or inaction in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as it presently exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said Law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, excise taxes
pursuant to the Employee Retirement Income Security Act of 1974, as amended, or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith. The right to indemnification
conferred by this Section (2) shall continue as to a person who has ceased to be
a director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors, administrators and other legal representatives;
provided, however, that, except as provided in paragraph (b) of this Section
(2), the Corporation shall indemnify any such person seeking indemnification in
connection with such a proceeding (or part thereof) initiated by such person
only if such proceeding (or part thereof), or the initiation thereof, was
authorized or approved by the Corporation. The right to indemnification
conferred by this Section (2) shall be a contract right and shall include the
right to be paid by the Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition in accordance with and to the
fullest extent permitted by the Delaware General Corporation Law, as it
presently exists or may hereafter be amended; provided, however, that, if the
Delaware General Corporation Law requires the payment of such expenses incurred
by a director or officer in his or her capacity as a director or officer (and
not in any other capacity in which service was or is rendered by such person
while a director or officer, including, without limitation, service to an
employee benefit plan) in advance of the final disposition of a proceeding,
payment shall be made only upon delivery to the Corporation of an undertaking by
or on behalf of such director or officer to repay all amounts so advanced if it
shall ultimately be determined that such director or officer is not entitled to
be indemnified under this Section or otherwise.

(2)(b) If a claim under paragraph (a) of this Section (2) is not paid in
full by the Corporation within thirty (30) days after a written claim has been
received by the

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Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the requirements of the
Delaware General Corporation Law have been complied with by the claimant) that
the claimant has not met the standards of conduct which make it permissible
under the Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board
of directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because the claimant has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.

(2)(c) The rights conferred by this Section (2) shall not be exclusive of
any other right which any person may have or hereafter acquire under any
statute, provision of the Certificate of Incorporation of the Corporation, By-
law, agreement, vote of stockholders or disinterested directors or otherwise.

(2)(d) The Corporation may maintain insurance, at its expense, to protect
itself, its subsidiary and affiliated corporations, and any such director,
officer, employee, representative, or agent of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.

TENTH: No holder of stock of the Corporation shall be entitled as of right
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to purchase or subscribe for any part of any unissued stock of the Corporation
or any additional stock to be issued by reason of any increase of the authorized
capital stock of the Corporation of any class, or any bonds, certificates of
indebtedness, debentures or other securities convertible into stock of the
Corporation, but any such unissued stock or such additional authorized issue of
new stock, or such securities convertible into stock, may be issued and disposed
of pursuant to resolution of the Board of Directors to such persons, firms,
corporations or associations, and upon such terms as may be deemed advisable by
the Board of Directors in the exercise of their discretion.

ELEVENTH: The Corporation reserves the right to amend, alter, change or
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repeal any provision contained in this certificate of incorporation in the
manner now or hereafter prescribed by law, and all rights and powers conferred
herein on stockholders, directors and officers are subject to this reserved
power.

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IN WITNESS WHEREOF, we have executed and subscribed this Restated
Certificate of Incorporation and do affirm the foregoing as true under the
penalties of perjury this ___ day of April, 2001.

_________________________
John D. Poe, President and Chief
Executive Officer