
<PAGE>

                              STATE OF DELAWARE

                      OFFICE OF THE SECRETARY OF STATE
                      --------------------------------

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO 

HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED 

CERTIFICATE OF "INTUITIVE SURGICAL, INC." FILED IN THIS OFFICE ON THE 

THIRTEENTH DAY OF NOVEMBER, A.D. 1997, AT 9 O'CLOCK A.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW 

CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.





                                [SEAL]     /s/ Edward J. Freel
                                           -----------------------------------
                                           Edward J. Freel, Secretary of State

                                           AUTHENTICATION:  8758079
                  
                                                     DATE:  11-14-97

<PAGE>

                      RESTATED CERTIFICATE OF INCORPORATION OF
                              INTUITIVE SURGICAL, INC.


     Lonnie M. Smith and Alan C. Mendelson hereby certify that:

     1.   The original name of this corporation is Intuitive Surgical 
Devices, Inc. and the date of filing the original Certificate of Incorporation
of this corporation with the Secretary of State of the State of Delaware
is November 9, 1995.

     2.   They are the duly elected and acting Chief Executive Officer and 
Secretary, respectively, of Intuitive Surgical, Inc., a Delaware corporation.

     3.   The Certificate of Incorporation of this corporation is hereby 
amended and restated to read as follows:
                                          
                                         I.

     The name of the corporation is Intuitive Surgical, Inc. (the "Corporation"
or the "Company").
                                          
                                        II.

     The address of the registered office of the Corporation in the State of
Delaware is:

               The Prentice-Hall Corporation System, Inc.
               1013 Centre Road
               Wilmington, DE 19805
               County of New Castle

     The name of the Corporation's registered agent at said address is The
Prentice-Hall Corporation System, Inc.
                                          
                                        III.

     The purpose of the Corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
the State of Delaware.
                                          
                                        IV.

     A.   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 Fifty 
Million (50,000,000) shares, Thirty-Five Million (35,000,000) shares of which 
shall be Common Stock (the "Common Stock") and Fifteen Million (15,000,000) 
shares of which shall be Preferred Stock (the "Preferred Stock").  The 
Preferred Stock shall have a par value of one-tenth of one cent ($.001) per 
share and the Common Stock shall have a par value of one-tenth of one cent 
($.001) per share.

<PAGE>

     B.   The number of authorized shares of Common Stock may be increased or 
decreased (but not below the number of shares of Common Stock then 
outstanding) by the affirmative vote of the holders of a majority of the 
stock of the Corporation (voting together on an as-if-converted basis).

     C.   The Preferred Stock may be issued from time to time in one or more 
series.  Subject to compliance with applicable protective voting rights which 
have been or may be granted to the Preferred Stock or series thereto in 
Certificates of Determination or the Corporation's Certificate of 
Incorporation, the Board of Directors is hereby authorized, within the 
limitations and restrictions stated in this Restated Certificate, to fix or 
alter the dividend rights, dividend rate, conversion rights, voting rights, 
rights and terms of redemption (including sinking fund provisions), the 
redemption price or prices, the liquidation preferences of any wholly 
unissued series of Preferred Stock, and the number of shares constituting any 
such series and the designation thereof, or any of them; and to increase or 
decrease the number of shares of any such series subsequent to the issue of 
shares 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.

     D.   Five Million Four Hundred Forty-Two Thousand Five Hundred 
(5,442,500) of the authorized shares of Preferred Stock are hereby designated 
"Series A Preferred Stock" (the "Series A Preferred").  Four Hundred Seventy 
Thousand (470,000) of the authorized shares of Preferred Stock are hereby 
designated "Series B Preferred Stock" (the "Series B Preferred").  Six 
Million (6,000,000) of the authorized shares of Preferred Stock are hereby 
designated "Series C Preferred Stock" (the "Series C Preferred").  Two 
Million Five Hundred Thousand (2,500,000) of the authorized shares of 
Preferred Stock are hereby designated "Series D Preferred Stock" (the "Series 
D Preferred").  "Preferred Stock", when used herein, includes Series A 
Preferred, Series B Preferred, Series C Preferred and Series D Preferred 
Stock.

     E.   The rights, preferences, privileges, restrictions and other matters 
relating to the Preferred Stock are as follows:

          1.   DIVIDEND RIGHTS.

               (a)   Holders of Preferred Stock, in preference to the holders 
of any other stock of the Company ("Junior Stock"), shall be entitled to 
receive, when and as declared by the Board of Directors, but only out of 
funds that are legally available therefor, cash dividends at the rate of 
eight percent (8%) of the "Original Issue Price" per annum on each 
outstanding share of Preferred Stock (as adjusted for any stock dividends, 
combinations, splits, recapitalizations and the like with respect to such 
shares).  The Original Issue Price of the Series A Preferred shall be one 
dollar ($1.00).  The Original Issue Price of the Series B Preferred shall be 
ten cents ($0.10).  The Original Issue Price of the Series C Preferred shall 
be five dollars ($5.00).  The Original Issue Price of the Series D Preferred 
shall be eight dollars ($8.00).  Such dividends shall be payable only when, 
as and if declared by the Board of Directors and shall be non-cumulative from 
the Original Issue Date (as defined in Section 4(e) below).

                                       2

<PAGE>

               (b)   So long as any shares of Preferred Stock shall be 
outstanding, no dividend, whether in cash or property, shall be paid or 
declared, nor shall any other distribution be made, on any Junior Stock, nor 
shall any shares of any Junior Stock of the Company be purchased, redeemed, 
or otherwise acquired for value by the Company (except for acquisitions of 
Common Stock by the Company pursuant to agreements which permit the Company 
to repurchase such shares upon termination of services to the Company or in 
exercise of the Company's right of first refusal upon a proposed transfer) 
until all dividends (set forth in Section 1(a) above) on the Preferred Stock 
shall have been paid or declared and set apart.  In the event dividends are 
paid on any share of Common Stock, an additional dividend shall be paid with 
respect to all outstanding shares of Preferred Stock in an amount equal per 
share (on an as-if-converted to Common Stock basis) to the amount paid or set 
aside for each share of Common Stock.  The provisions of this Section 1(b) 
shall not, however, apply to (i) a dividend payable in Common Stock, (ii) the 
acquisition of shares of any Junior Stock in exchange for shares of any other 
Junior Stock, or (iii) any repurchase of any outstanding securities of the 
Company that is unanimously approved by the Company's Board of Directors.

          2.   VOTING RIGHTS.

               (a)   GENERAL RIGHTS.  Except as otherwise provided herein or 
as required by law, the Preferred Stock shall be voted with the shares of the 
Common Stock of the Company and not as a separate class, at any annual or 
special meeting of stockholders of the Company, and may act by written 
consent in the same manner as the Common Stock, in either case upon the 
following basis: each holder of shares of Preferred Stock shall be entitled 
to such number of votes as shall be equal to the whole number of shares of 
Common Stock into which such holder's aggregate number of shares of Preferred 
Stock are convertible (pursuant to Section 4 hereof) immediately after the 
close of business on the record date fixed for such meeting or the effective 
date of such written consent.  Each holder of Common Stock shall be entitled 
to one (1) vote for each share of Common Stock held.

               (b)   SEPARATE VOTE OF PREFERRED STOCK.  For so long as at 
least One Million (1,000,000) shares of Preferred Stock remain outstanding, 
in addition to any other vote or consent required herein or by law, the vote 
or written consent of the holders of at least a majority of the outstanding 
Preferred Stock shall be necessary for effecting or validating the following 
actions:

                     (i)   Any amendment, alteration, or repeal of any 
provision of the Restated Certificate or the Bylaws of the Company, that 
affects adversely the voting powers, preferences, or other special rights or 
privileges, qualifications, limitations, or restrictions of the Preferred 
Stock;

                     (ii)  Any authorization or any increase, whether by 
reclassification or otherwise, in the authorized amount of any class of 
shares or series of equity securities of the Company senior to, or PARI PASSU 
with, the Preferred Stock in right of redemption, liquidation preference, 
voting or dividends;

                     (iii) Any redemption, repurchase, payment of 
dividends or other distributions with respect to Junior Stock (except for 
acquisitions of Common Stock by the 

                                       3

<PAGE>

Company pursuant to agreements which permit the Company to repurchase such 
shares upon termination of services to the Company or in exercise of the 
Company's right of first refusal upon a proposed transfer); or

                     (iv)  Any agreement by the Company or its stockholders
regarding an Asset Transfer or Acquisition (each as defined in 
Section 3(c)). 

               (c)   ELECTION OF BOARD OF DIRECTORS.  For so long as at least 
1,000,000 shares of Preferred Stock remain outstanding (i) the holders of 
Series A Preferred Stock, voting as a separate class, shall be entitled to 
elect three (3) members of the Company's Board of Directors at each meeting 
or pursuant to each consent of the Company's stockholders for the election of 
directors, and to remove from office such directors and to fill any vacancy 
caused by the resignation, death or removal of such directors; and (ii) the 
holders of Common Stock and Preferred Stock, voting together as a class, 
shall be entitled to elect all remaining members of the Board of Directors.

          3.   LIQUIDATION RIGHTS.

               (a)   Upon any liquidation, dissolution, or winding up of the 
Company, whether voluntary or involuntary, before any distribution or payment 
shall be made to the holders of any Junior Stock, the holders of Preferred 
Stock shall be entitled to be paid out of the assets of the Company an amount 
per share of Preferred Stock equal to the applicable Original Issue Price, 
plus all declared and unpaid dividends on such shares of Preferred Stock (as 
adjusted for any stock dividends, combinations, splits, recapitalizations and 
the like with respect to such shares) for each share of Preferred Stock held 
by them.

               (b)   After the payment of the full liquidation preference of 
the  Preferred Stock as set forth in Section 3(a) above, the remaining assets 
of the Company legally available for distribution, if any, shall be 
distributed ratably to the holders of the Common Stock.

               (c)   The following events shall be considered a liquidation 
under this Section:

                     (i)   any consolidation or merger of the Company with or 
into any other corporation or other entity or person, or any other corporate 
reorganization, in which the stockholders of the Company immediately prior to 
such consolidation, merger or reorganization, own less than fifty percent 
(50%) of the Company's voting power immediately after such consolidation, 
merger or reorganization, or any transaction or series of related 
transactions in which in excess of fifty percent (50%) of the Company's 
voting power is transferred (an "Acquisition"); or

                     (ii)  a sale, lease or other disposition of all or 
substantially all of the assets of the Company (an "Asset Transfer").

               (d)   If, upon any liquidation, distribution, or winding up, the
assets of the Company shall be insufficient to make payment in full to all
holders of Preferred Stock of the liquidation preference set forth in Section
3(a), then such assets shall be distributed among the 

                                       4

<PAGE>

holders of Preferred Stock at the time outstanding, ratably in proportion to 
the full amounts to which they would otherwise be respectively entitled.  

               (e)   In any of such events, if the consideration received by 
the Corporation is other than cash, its value will be deemed its fair market 
value.  Any securities shall be valued as follows:

                     (i)   Securities not subject to investment letter or other
similar restrictions on free marketability:

                              1)  If traded on a securities exchange or 
through NASDAQ National Market, the value shall be deemed to be the average 
of the closing prices of the securities on such exchange over the thirty-day 
(30-day) period ending three (3) days prior to the closing;

                              2)  If actively traded over-the-counter, the 
value shall be deemed to be the average of the closing bid or sales prices 
(whichever is applicable) over the thirty-day (30-day) period ending three 
(3) days prior to the closing; and

                              3)  If there is no active public market, the 
value shall be the fair market value thereof, as mutually determined by the 
corporation and the holders of at least a majority of the voting power of all 
then-outstanding shares of Preferred Stock.

                     (ii)  The method of valuation of securities subject 
to investment letter or other restrictions on free marketability (other than 
restrictions arising solely by virtue of a stockholder's status as an 
affiliate or former affiliate) shall be to make an appropriate discount from 
the market value determined as above in (i) 1),2) or 3) to reflect the 
approximate fair market value thereof, as mutually determined by the 
Corporation and the holders of at least a majority of the voting power of all 
then-outstanding shares of such Preferred Stock.

          4.   CONVERSION RIGHTS.

          The holders of the Preferred Stock shall have the following rights 
with respect to the conversion of the Preferred Stock into shares of Common 
Stock (the "Conversion Rights"):

               (a)   OPTIONAL CONVERSION.  Subject to and in compliance with 
the provisions of this Section 4, any shares of Preferred Stock may, at the 
option of the holder, be converted at any time into fully-paid and 
nonassessable shares of Common Stock.  The number of shares of Common Stock 
to which a holder of Series A Preferred, Series B Preferred, Series C 
Preferred or Series D Preferred shall be entitled upon conversion shall be 
the product obtained by multiplying the "Series A Conversion Rate," "Series B 
Conversion Rate," "Series C Conversion Rate," or "Series D Conversion Rate," 
as applicable, then in effect (determined as provided in Section 4(b)) by the 
number of shares of Series A Preferred, Series B Preferred, Series C 
Preferred or Series D Preferred being converted.

               (b)   CONVERSION RATE.  The conversion rate in effect at any 
time for conversion of (i) the Series A Preferred (the "Series A Conversion 
Rate") shall be the quotient obtained by dividing the Original Issue Price of 
the Series A Preferred by the "Series A 

                                       5

<PAGE>

Conversion Price," calculated as provided in Section 4(c); (ii) the Series B 
Preferred (the "Series B Conversion Rate") shall be the quotient obtained by 
dividing the Original Issue Price of the Series B Preferred by the "Series B 
Conversion Price," calculated as provided in Section 4(c); (iii) the Series C 
Preferred (the "Series C Conversion Rate") shall be the quotient obtained by 
dividing the Original Issue Price of the Series C Preferred by the "Series C 
Conversion Price," calculated as provided in Section 4(c); (iv) the Series D 
Preferred (the "Series D Conversion Rate") shall be the quotient obtained by 
dividing the Original Issue Price of the Series D Preferred by the "Series D 
Conversion Price," calculated as provided in Section 4(c).

               (c)   CONVERSION PRICE.  The conversion price for the Series A 
Preferred shall initially be the Original Issue Price of the Series A 
Preferred (the "Series A Conversion Price").  The conversion price for the 
Series B Preferred shall initially be the Original Issue Price of the Series 
B Preferred (the "Series B Conversion Price").  The conversion price for the 
Series C Preferred shall initially be the Original Issue Price of the Series 
C Preferred (the "Series C Conversion Price").  The conversion price for the 
Series D Preferred shall initially be the Original Issue Price of the Series 
D Preferred (the "Series D Conversion Price").  The term "Conversion Price" 
shall be read as referring to the Series A Conversion Price, Series B 
Conversion Price, the Series C Conversion Price, or the Series D Conversion 
Price as applicable.  Each initial Conversion Price shall be adjusted from 
time to time in accordance with this Section 4.  All references to the 
Conversion Price herein shall mean the Conversion Price as so adjusted.
  
               
               (d)  MECHANICS OF CONVERSION.  Each holder of Preferred Stock 
who desires to convert the same into shares of Common Stock pursuant to this 
Section 4 shall surrender the certificate or certificates therefor, duly 
endorsed, at the office of the Company or any transfer agent for the 
Preferred Stock, and shall give written notice to the Company at such office 
that such holder elects to convert the same.  Such notice shall state the 
number of shares of Preferred Stock being converted.  Thereupon, the Company 
shall promptly issue and deliver at such office to such holder a certificate 
or certificates for the number of shares of Common Stock to which such holder 
is entitled and shall promptly pay in cash or, to the extent sufficient funds 
are not then legally available therefor, in Common Stock (at the Common 
Stock's fair market value determined by the Board of Directors as of the date 
of such conversion), any declared and unpaid dividends on the shares of 
Series Preferred being converted.  Such conversion shall be deemed to have 
been made at the close of business on the date of such surrender of the 
certificates representing the shares of Preferred Stock to be converted, and 
the person entitled to receive the shares of Common Stock issuable upon such 
conversion shall be treated for all purposes as the record holder of such 
shares of Common Stock on such date.

               (e)   ADJUSTMENT FOR STOCK SPLITS AND COMBINATIONS. If the
Company shall at any time or from time to time after the date that the first
share of each series of Preferred Stock is issued (the "Original Issue Date")
effect a subdivision of the outstanding Common Stock, each Conversion Price in
effect immediately before that subdivision shall be proportionately decreased. 
Conversely, if the Company shall at any time or from time to time after the
Original Issue Date combine the outstanding shares of Common Stock into a
smaller number of shares, each Conversion Price in effect immediately before the
combination shall be proportionately increased.  Any adjustment under this
Section 4(e) shall become effective at the close of business on the date the
subdivision or combination becomes effective.

                                       6


<PAGE>

               (f)   ADJUSTMENT FOR COMMON STOCK DIVIDENDS AND DISTRIBUTIONS. 
If the Company at any time or from time to time after the Original Issue Date 
makes, or fixes a record date for the determination of holders of Common 
Stock entitled to receive, a dividend or other distribution payable in 
additional shares of Common Stock, in each such event each Conversion Price 
that is then in effect shall be decreased as of the time of such issuance or, 
in the event such record date is fixed, as of the close of business on such 
record date, by multiplying each Conversion Price then in effect by a 
fraction (1) the numerator of which is the total number of shares of Common 
Stock issued and outstanding immediately prior to the time of such issuance 
or the close of business on such record date, and (2) the denominator of 
which is the total number of shares of Common Stock issued and outstanding 
immediately prior to the time of such issuance or the close of business on 
such record date plus the number of shares of Common Stock issuable in 
payment of such dividend or distribution; provided, however, that if such 
record date is fixed and such dividend is not fully paid or if such 
distribution is not fully made on the date fixed therefor, each Conversion 
Price shall be recomputed accordingly as of the close of business on such 
record date and thereafter each Conversion Price shall be adjusted pursuant 
to this Section 4(f) to reflect the actual payment of such dividend or 
distribution.

               (g)   ADJUSTMENTS FOR OTHER DIVIDENDS AND DISTRIBUTIONS.  If 
the Company at any time or from time to time after the Original Issue Date 
makes, or fixes a record date for the determination of holders of Common 
Stock entitled to receive, a dividend or other distribution payable in 
securities of the Company other than shares of Common Stock, in each such 
event provision shall be made so that the holders of the Preferred Stock 
shall receive upon conversion thereof, in addition to the number of shares of 
Common Stock receivable thereupon, the amount of other securities of the 
Company which they would have received had their Preferred Stock been 
converted into Common Stock on the date of such event and had they 
thereafter, during the period from the date of such event to and including 
the conversion date, retained such securities receivable by them as aforesaid 
during such period, subject to all other adjustments called for during such 
period under this Section 4 with respect to the rights of the holders of the 
Preferred Stock or with respect to such other securities by their terms.

               (h)   ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE AND 
SUBSTITUTION.  If at any time or from time to time after the Original Issue 
Date, the Common Stock issuable upon the conversion of the Preferred Stock is 
changed into the same or a different number of shares of any class or classes 
of stock, whether by recapitalization, reclassification or otherwise (other 
than an Acquisition or Asset Transfer as defined in Section 3(c) or a 
subdivision or combination of shares or stock dividend or a reorganization, 
merger, consolidation or sale of assets provided for elsewhere in this 
Section 4), in any such event each holder of Preferred Stock shall have the 
right thereafter to convert such stock into the kind and amount of stock and 
other securities and property receivable upon such recapitalization, 
reclassification or other change by holders of the maximum number of shares 
of Common Stock into which such shares of Preferred Stock could have been 
converted immediately prior to such recapitalization, reclassification or 
change, all subject to further adjustment as provided herein or with respect 
to such other securities or property by the terms thereof.

               (i)   REORGANIZATIONS, MERGERS, CONSOLIDATIONS OR SALES OF 
ASSETS.  If at any time or from time to time after the Original Issue Date, 
there is a capital reorganization of the Common Stock (other than an 
Acquisition or Asset Transfer as defined in Section 3(c) or a 


                                      7
<PAGE>

recapitalization, subdivision, combination, reclassification, exchange or 
substitution of shares provided for elsewhere in this Section 4), as a part 
of such capital reorganization, provision shall be made so that the holders 
of the Preferred Stock shall thereafter be entitled to receive upon 
conversion of the Preferred Stock the number of shares of stock or other 
securities or property of the Company to which a holder of the number of 
shares of Common Stock deliverable upon conversion would have been entitled 
on such capital reorganization, subject to adjustment in respect of such 
stock or securities by the terms thereof.  In any such case, appropriate 
adjustment shall be made in the application of the provisions of this Section 
4 with respect to the rights of the holders of Preferred Stock after the 
capital reorganization to the end that the provisions of this Section 4 
(including adjustment of each Conversion Price then in effect and the number 
of shares issuable upon conversion of Preferred Stock) shall be applicable 
after that event and be as nearly equivalent as practicable.

               (j)   SALE OF SHARES BELOW EITHER CONVERSION PRICE.

                     (i) If at any time or from time to time after the 
Original Issue Date, the Company issues or sells, or is deemed by the express 
provisions of this subsection (j) to have issued or sold, Additional Shares 
of Common Stock (as hereinafter defined), other than as a dividend or other 
distribution on any class of stock as provided in Section 4(f) above, and 
other than a subdivision or combination of shares of Common Stock as provided 
in Section 4(e) above, for an Effective Price (as hereinafter defined) less 
than the then-effective Conversion Price for any series of Preferred Stock, 
then and in each such case the then existing Conversion Price for such series 
of Preferred Stock shall be reduced, as of the opening of business on the 
date of such issue or sale, to a price determined by multiplying the then 
existing Conversion Price for such series of Preferred Stock by a fraction 
(i) the numerator of which shall be (A) the number of shares of Common Stock 
deemed outstanding (as defined below) immediately prior to such issue or 
sale, plus (B) the number of shares of Common Stock which the aggregate 
consideration received (as defined in subsection (j)(ii)) by the Company for 
the total number of Additional Shares of Common Stock so issued would 
purchase at such Conversion Price, and (ii) the denominator of which shall be 
the number of shares of Common Stock deemed outstanding (as defined below) 
immediately prior to such issue or sale plus the total number of Additional 
Shares of Common Stock so issued.  For the purposes of the preceding 
sentence, the number of shares of Common Stock deemed to be outstanding as of 
a given date shall be the sum of (A) the number of shares of Common Stock 
actually outstanding, (B) the number of shares of Common Stock into which the 
then outstanding shares of Preferred Stock could be converted if fully 
converted on the day immediately preceding the given date, and (C) the number 
of shares of Common Stock which could be obtained through the exercise or 
conversion of all other rights, options and convertible securities on the day 
immediately preceding the given date.

                     (ii)     For the purpose of making any adjustment 
required under this Section 4(j), the consideration received by the Company 
for any issue or sale of securities shall (A) to the extent it consists of 
cash, be computed at the net amount of cash received by the Company after 
deduction of any underwriting or similar commissions, compensation or 
concessions paid or allowed by the Company in connection with such issue or 
sale but without deduction of any expenses payable by the Company, (B) to the 
extent it consists of property other than cash, be computed at the fair value 
of that property as determined in good faith by the Board of Directors, and 
(C) if Additional Shares of Common Stock, Convertible Securities (as 


                                      8
<PAGE>

hereinafter defined) or rights or options to purchase either Additional 
Shares of Common Stock or Convertible Securities are issued or sold together 
with other stock or securities or other assets of the Company for a 
consideration which covers both, be computed as the portion of the 
consideration so received that may be reasonably determined in good faith by 
the Board of Directors to be allocable to such Additional Shares of Common 
Stock, Convertible Securities or rights or options.

                     (iii)    For the purpose of the adjustment required 
under this Section 4(j), if the Company issues or sells any rights or options 
for the purchase of, or stock or other securities convertible into, 
Additional Shares of Common Stock (such convertible stock or securities being 
herein referred to as "Convertible Securities") and if the Effective Price of 
such Additional Shares of Common Stock is less than any Conversion Price, in 
each case the Company shall be deemed to have issued at the time of the 
issuance of such rights or options or Convertible Securities the maximum 
number of Additional Shares of Common Stock issuable upon exercise or 
conversion thereof and to have received as consideration for the issuance of 
such shares an amount equal to the total amount of the consideration, if any, 
received by the Company for the issuance of such rights or options or 
Convertible Securities, plus, in the case of such rights or options, the 
minimum amounts of consideration, if any, payable to the Company upon the 
exercise of such rights or options, plus, in the case of Convertible 
Securities, the minimum amounts of consideration, if any, payable to the 
Company upon the conversion thereof; provided that if in the case of 
Convertible Securities the minimum amounts of such consideration cannot be 
ascertained, but are a function of antidilution or similar protective 
clauses, the Company shall be deemed to have received the minimum amounts of 
consideration without reference to such clauses; provided further that if the 
minimum amount of consideration payable to the Company upon the exercise or 
conversion of rights, options or Convertible Securities is reduced over time 
or on the occurrence or non-occurrence of specified events other than by 
reason of antidilution adjustments, the Effective Price shall be recalculated 
using the figure to which such minimum amount of consideration is reduced; 
provided further that if the minimum amount of consideration payable to the 
Company upon the exercise or conversion of such rights, options or 
Convertible Securities is subsequently increased, the Effective Price shall 
be again recalculated using the increased minimum amount of consideration 
payable to the Company upon the exercise or conversion of such rights, 
options or Convertible Securities.  No further adjustment of the Conversion 
Price, as adjusted upon the issuance of such rights, options or Convertible 
Securities, shall be made as a result of the actual issuance of Additional 
Shares of Common Stock on the exercise of any such rights or options or the 
conversion of any such Convertible Securities.  If any such rights or options 
or the conversion privilege represented by any such Convertible Securities 
shall expire without having been exercised, the Conversion Price as adjusted 
upon the issuance of such rights, options or Convertible Securities shall be 
readjusted to the Conversion Price which would have been in effect had an 
adjustment been made on the basis that the only Additional Shares of Common 
Stock so issued were the Additional Shares of Common Stock, if any, actually 
issued or sold on the exercise of such rights or options or rights of 
conversion of such Convertible Securities, and such Additional Shares of 
Common Stock, if any, were issued or sold for the consideration actually 
received by the Company upon such exercise, plus the consideration, if any, 
actually received by the Company for the granting of all such rights or 
options, whether or not exercised, plus the consideration received for 
issuing or selling the Convertible Securities actually converted, plus the 
consideration, if any, actually received by the Company on the conversion of 
such Convertible 


                                      9
<PAGE>

Securities, provided that such readjustment shall not apply to prior 
conversions of Preferred Stock.

                     (iv)     "Additional Shares of Common Stock" shall mean 
all shares of Common Stock issued by the Company or deemed to be issued 
pursuant to this Section 4(j), whether or not subsequently reacquired or 
retired by the Company other than (1) shares of Common Stock issued upon 
conversion of the Preferred Stock; (2) shares of Common Stock and/or options, 
warrants or other Common Stock purchase rights, and the Common Stock issued 
pursuant to such options, warrants or other rights (as adjusted for any stock 
dividends, combinations, splits, recapitalizations and the like) issued or to 
be issued to employees, officers or directors of, or consultants or advisors 
to the Company or any subsidiary pursuant to stock purchase or stock option 
plans or other arrangements that are approved by the Board; (3) shares of 
Common Stock issued pursuant to the exercise of options, warrants or 
convertible securities outstanding as of the Original Issue Date; (4) those 
shares of Common Stock and/or options, warrants or other Common Stock 
purchase rights, and the Common Stock issued pursuant to such options, 
warrants or other rights (as adjusted for any stock dividends, combinations, 
splits, recapitalizations and the like) issued or to be issued to Stanford 
Research Institute ("SRI") in connection with that license agreement between 
the Company and SRI dated December 1995, and (5) those shares of Common Stock 
or Preferred Stock issued or to be issued to Guidant Corporation, its 
subsidiaries or affiliates prior to March 31, 1996. The "Effective Price" of 
Additional Shares of Common Stock shall mean the quotient determined by 
dividing the total number of Additional Shares of Common Stock issued or 
sold, or deemed to have been issued or sold by the Company under this Section 
4(j), into the aggregate consideration received, or deemed to have been 
received by the Company for such issue under this Section 4(j), for such 
Additional Shares of Common Stock.

               (k)   ACCOUNTANTS' CERTIFICATE OF ADJUSTMENT.  In each case of 
an adjustment or readjustment of either Conversion Price for the number of 
shares of Common Stock or other securities issuable upon conversion of 
Preferred Stock, if the Preferred Stock is then convertible pursuant to this 
Section 4, the Company, at its expense, shall compute such adjustment or 
readjustment in accordance with the provisions hereof and prepare a 
certificate showing such adjustment or readjustment, and shall mail such 
certificate, by first class mail, postage prepaid, to each registered holder 
of Preferred Stock at the holder's address as shown in the Company's books.  
The certificate shall set forth such adjustment or readjustment, showing in 
detail the facts upon which such adjustment or readjustment is based, 
including a statement of (1) the consideration received or deemed to be 
received by the Company for any Additional Shares of Common Stock issued or 
sold or deemed to have been issued or sold, (2) the Conversion Price at the 
time in effect, (3) the number of Additional Shares of Common Stock and (4) 
the type and amount, if any, of other property which at the time would be 
received upon conversion of the Preferred Stock.

               (l)   NOTICES OF RECORD DATE.  Upon (i) any taking by the 
Company of a record of the holders of any class of securities for the purpose 
of determining the holders thereof who are entitled to receive any dividend 
or other distribution, or (ii) any Acquisition (as defined in Section 3(c)) 
or other capital reorganization of the Company, any reclassification or 
recapitalization of the capital stock of the Company, any merger or 
consolidation of the Company with or into any other corporation, or any Asset 
Transfer (as defined in Section 3(c)), 


                                      10
<PAGE>

or any voluntary or involuntary dissolution, liquidation or winding up of the 
Company, the Company shall mail to each holder of Preferred Stock at least 
twenty (20) days prior to the record date specified therein a notice 
specifying (1) the date on which any such record is to be taken for the 
purpose of such dividend or distribution and a description of such dividend 
or distribution, (2) the date on which any such Acquisition, reorganization, 
reclassification, transfer, consolidation, merger, Asset Transfer, 
dissolution, liquidation or winding up is expected to become effective, and 
the material terms of such transaction, and (3) the date, if any, that is to 
be fixed as to when the holders of record of Common Stock (or other 
securities) shall be entitled to exchange their shares of Common Stock (or 
other securities) for securities or other property deliverable upon such 
Acquisition, reorganization, reclassification, transfer, consolidation, 
merger, Asset Transfer, dissolution, liquidation or winding up.

               (m)   AUTOMATIC CONVERSION.

                     (i) Each share of Preferred Stock shall automatically be 
converted into shares of Common Stock, based on each then-effective 
Conversion Price, (A) at any time upon the affirmative vote of the holders of 
at least two-thirds (2/3rds) of the outstanding shares of the Preferred 
Stock, or (B) immediately upon the closing of a firmly underwritten public 
offering pursuant to an effective registration statement under the Securities 
Act of 1933, as amended, covering the offer and sale of Common Stock for the 
account of the Company in which (i) the per share price is at least ten 
dollars ($10.00) (as adjusted for stock dividends, combinations, splits, 
recapitalizations and the like), and (ii) the gross cash proceeds to the 
Company (before underwriting discounts, commissions and fees) are at least 
ten million dollars ($10,000,000.00).  Upon such automatic conversion, any 
declared and unpaid dividends shall be paid in accordance with the provisions 
of Section 4(d).

                     (ii)     Upon the occurrence of either event specified 
in paragraph (i) above, the outstanding shares of Preferred Stock shall be 
converted automatically without any further action by the holders of such 
shares and whether or not the certificates representing such shares are 
surrendered to the Company or its transfer agent; provided, however, that the 
Company shall not be obligated to issue certificates evidencing the shares of 
Common Stock issuable upon such conversion unless the certificates evidencing 
such shares of Preferred Stock are either delivered to the Company or its 
transfer agent as provided below, or the holder notifies the Company or its 
transfer agent that such certificates have been lost, stolen or destroyed and 
executes an agreement satisfactory to the Company to indemnify the Company 
from any loss incurred by it in connection with such certificates.  Upon the 
occurrence of such automatic conversion of the Preferred Stock, the holders 
of Preferred Stock shall surrender the certificates representing such shares 
at the office of the Company or any transfer agent for the Preferred Stock.  
Thereupon, there shall be issued and delivered to such holder promptly at 
such office and in its name as shown on such surrendered certificate or 
certificates, a certificate or certificates for the number of shares of 
Common Stock into which the shares of Preferred Stock surrendered were 
convertible on the date on which such automatic conversion occurred, and the 
Company shall promptly pay in cash or, at the option of the Company, Common 
Stock (at the Common Stock's fair market value determined by the Board as of 
the date of such conversion), or, at the option of the Company, both, all 
declared and unpaid dividends on the shares of Preferred Stock being 
converted, to and including the date of such conversion.



                                      11
<PAGE>

               (n)   FRACTIONAL SHARES.  No fractional shares of Common Stock 
shall be issued upon conversion of Preferred Stock.  All shares of Common 
Stock (including fractions thereof) issuable upon conversion of more than one 
share of Preferred Stock by a holder thereof shall be aggregated for purposes 
of determining whether the conversion would result in the issuance of any 
fractional share.  If, after the aforementioned aggregation, the conversion 
would result in the issuance of any fractional share, the Corporation shall, 
in lieu of issuing any fractional share, pay cash equal to the product of 
such fraction multiplied by the Common Stock's fair market value (as 
determined by the Board) on the date of conversion.

               (o)   RESERVATION OF STOCK ISSUABLE UPON CONVERSION.  The 
Company shall at all times reserve and keep available out of its authorized 
but unissued shares of Common Stock, solely for the purpose of effecting the 
conversion of the shares of the Preferred Stock, such number of its shares of 
Common Stock as shall from time to time be sufficient to effect the 
conversion of all outstanding shares of the Preferred Stock.  If at any time 
the number of authorized but unissued shares of Common Stock shall not be 
sufficient to effect the conversion of all then outstanding shares of the 
Preferred Stock, the Company will take such corporate action as may, in the 
opinion of its counsel, be necessary to increase its authorized but unissued 
shares of Common Stock to such number of shares as shall be sufficient for 
such purpose.

               (p)   NOTICES.  Any notice required by the provisions of this 
Section 4 shall be in writing and shall be deemed effectively given: (i) upon 
personal delivery to the party to be notified, (ii) when sent by confirmed 
telex or facsimile if sent during normal business hours of the recipient; if 
not, then on the next business day, (iii) five (5) days after having been 
sent by registered or certified mail, return receipt requested, postage 
prepaid, or (iv) one (1) day after deposit with a nationally recognized 
overnight courier, having specified next day delivery, with written 
verification of receipt.  All notices shall be addressed to each holder of 
record at the address of such holder appearing on the books of the Company.

               (q)   PAYMENT OF TAXES.  The Company will pay all taxes (other 
than taxes based upon income) and other governmental charges that may be 
imposed with respect to the issue or delivery of shares of Common Stock upon 
conversion of shares of Preferred Stock, excluding any tax or other charge 
imposed in connection with any transfer involved in the issue and delivery of 
shares of Common Stock in a name other than that in which the shares of 
Preferred Stock so converted were registered.

               (r)   NO DILUTION OR IMPAIRMENT.  The Company shall not amend 
its Restated Certificate of Incorporation or participate in any 
reorganization, transfer of assets, consolidation, merger, dissolution, issue 
or sale of securities or any other voluntary action, for the purpose of 
avoiding or seeking to avoid the observance or performance of any of the 
terms to be observed or performed hereunder by the Company, but shall at all 
times in good faith assist in carrying out all such action as may be 
reasonably necessary or appropriate in order to protect the conversion rights 
of the holders of the Preferred Stock against dilution or other impairment.

          4.   REDEMPTION.  Preferred Stock is not redeemable.

          5.   NO REISSUANCE OF PREFERRED STOCK.  No share or shares of 
Preferred Stock acquired by the Corporation shall be reissued.



                                      12
<PAGE>

          6.   NO PREEMPTIVE RIGHTS.  Stockholders shall have no preemptive 
rights except as granted by the Company pursuant to written agreements.
                                          
                                      V.

     A.   A director of the corporation shall not be personally liable to the 
Corporation or its stockholders for monetary damages for any 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 an improper personal benefit.  If the Delaware General Corporation 
Law is amended after approval by the stockholders of this Article to 
authorize corporate action further eliminating or limiting the personal 
liability of directors, then the liability of a director shall be eliminated 
or limited to the fullest extent permitted by the Delaware General 
Corporation Law, as so amended.

     B.   Any repeal or modification of this Article V shall be prospective 
and shall not affect the rights under this Article V in effect at the time of 
the alleged occurrence of any act or omission to act giving rise to liability 
or indemnification.
                                          
                                     VI.

     For the management of the business and for the conduct of the affairs of 
the Corporation, and in further definition, limitation and regulation of the 
powers of the Corporation, of its directors and of its stockholders or any 
class thereof, as the case may be, it is further provided that:

     (i)  The management of the business and the conduct of the affairs of 
the Corporation shall be vested in its Board of Directors.  Except as set 
forth herein, the number of directors which shall constitute the whole Board 
of Directors shall be fixed by the Board of Directors in the manner provided 
in the Bylaws.

     (ii) The Board of Directors may from time to time make, amend, 
supplement or repeal the Bylaws; provided, however, that the stockholders may 
change or repeal any Bylaw adopted by the Board of Directors by the 
affirmative vote of the holders of a majority of the voting power of all of 
the then outstanding shares of the capital stock of the Corporation; and, 
provided further, that no amendment or supplement to the Bylaws adopted by 
the Board of Directors shall vary or conflict with any amendment or 
supplement thus adopted by the stockholders.

     (iii)     The directors of the Corporation need not be elected by 
written ballot unless the Bylaws so provide.
                                          
                                      VII.

     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 the 
stockholders herein are granted subject to this right."



                                      13
<PAGE>

                                  * * * * 

     4.   This Restated Certificate of Incorporation has been duly adopted in 
accordance with the provisions of Section 245 of the General Corporation Law 
of the State of Delaware.  The total number of outstanding shares entitled to 
vote or act by written consent was Six Million Three Hundred Sixty Thousand 
Seven Hundred Twenty Nine (6,360,729) shares of Common Stock, Five Million 
Four Hundred Forty Two Thousand Five Hundred (5,442,500) shares of Series A 
Preferred, Four Hundred Seventy Thousand (470,000) shares of Series B 
Preferred, and Six Million (6,000,000) shares of Series C Preferred.  A 
majority of the outstanding shares of Common Stock and a majority of the 
outstanding shares of Preferred Stock approved this Restated Certificate of 
Incorporation by written consent in accordance with Section 228 of the 
General Corporation Law of the State of Delaware and written notice of such 
was given by the Corporation in accordance with Section 228 of the General 
Corporation Law of the State of Delaware to those stockholders who did not 
consent in writing.  This is also duly adopted in accordance with the 
provisions of Section 242 of the General Corporation Law of the State of 
Delaware.


                                      14
<PAGE>

     IN WITNESS WHEREOF, Intuitive Surgical, Inc. has caused this Restated 
Certificate of Incorporation to be signed by the Chief Executive Officer and 
Secretary in Palo Alto, California this 13th day of November, 1997.

                                   INTUITIVE SURGICAL, INC.



                                   By   /s/ Lonnie M. Smith
                                     ------------------------------------------
                                        LONNIE M. SMITH
                                        Chief Executive Officer 


                                   By   /s/ Alan C. Mendelson
                                     ------------------------------------------
                                        ALAN C. MENDELSON
                                        Secretary



                                      15

