Amendment Of Restated Certificate Of Incorporation

CERTIFICATE OF AMENDMENT


OF


RESTATED CERTIFICATE OF INCORPORATION


OF


S3 INCORPORATED


S3 Incorporated, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:


FIRST: That the Board of Directors of said corporation at a regular meeting of said Board held on January 14, 1999, duly adopted a resolution proposing and declaring advisable the following amendment to Article IV of the Restated Certificate of Incorporation of said corporation:


ARTICLE IV


A. Number and Classes of Stock. This Corporation is authorized to issue two classes of stock, designated "Preferred Stock" and "Common Stock," respectively. The total number of shares which this Corporation shall have authority to issue is one hundred twenty-five million (125,000,000). The number of shares of Common Stock authorized to be issued is one hundred twenty million (120,000,000) with a par value of $0.0001. The number of shares of Preferred Stock authorized to be issued is five million (5,000,000) with a par value of $0.0001. The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the then outstanding shares of Common Stock, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such Preferred Stock holders is required pursuant to the provisions established by the Board of Directors of this Corporation (the "Board of Directors") in the resolution or resolutions providing for the issue of such Preferred Stock, and if such holders of such Preferred Stock are so entitled to vote thereon, then, except as may otherwise be set forth in this Restated Certificate o ...