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                                 AMENDED AND RESTATED

                             CERTIFICATE OF INCORPORATION

                                          OF

                               INTUITIVE SURGICAL, INC.


     Lonnie M. Smith does hereby certify:

     1.   He is the President and Chief Executive Officer of Intuitive Surgical,
Inc., a corporation organized and existing under the laws of the state of
Delaware.

     2.   The original name of this corporation is Intuitive Surgical Devices,
Inc. and the original Certificate of Incorporation was filed with the Secretary
of State of the State of Delaware on November 9, 1995. 

     3.   The Certificate of Incorporation of this Corporation is hereby amended
and restated as follows:

                                          I

     The name of this 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 1013 Centre Road, City of Wilmington, County of New Castle, and the
name of the registered agent of the Corporation in the State of Delaware at such
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.   The 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 eighty-five
million (85,000,000) shares.  Seventy-five million (75,000,000) shares shall be
Common Stock, each having a par value of one tenth of one cent ($0.001). 
Ten million (10,000,000) shares shall be Preferred Stock, each having a par
value of one tenth of one cent ($0.001).

     B.   The Preferred Stock may be issued from time to time in one or more
series.  The Board of Directors is hereby authorized, by filing a certificate (a
"Preferred Stock Designation")

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pursuant to the Delaware General Corporation Law, to fix or alter from time to
time the designation, powers, preferences and rights of the shares of each such
series and the qualifications, limitations or restrictions of any wholly
unissued series of Preferred Stock, and to establish from time to time the
number of shares constituting any such series or any of them; and to increase or
decrease the number of shares of any series subsequent to the issuance 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 decreased in
accordance with the foregoing sentence, the shares constituting such decrease
shall resume the status that they had prior to the adoption of the resolution
originally fixing the number of shares of such series.

                                          V

     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:

     A.   (1)  The management of the business and the conduct of the affairs of
the corporation shall be vested in its Board of Directors.  The number of
directors which shall constitute the whole Board of Directors shall be fixed
exclusively by one or more resolutions adopted by the Board of Directors.

          (2)  ELECTION OF DIRECTORS.

               a.   Subject to the rights of the holders of any series of
Preferred Stock to elect additional directors under specified circumstances,
following the closing of the initial public offering pursuant to an effective
registration statement under the Securities Act of 1933, as amended, covering
the offer and sale of Common Stock to the public (the "Initial Public Offering")
and during such time or times that the corporation is not subject to Section
2115(b) of the California General Corporation Law (the "CGCL"), the directors
shall be divided into three classes designated as Class I, Class II and Class
III, respectively.  Directors shall be assigned to each class in accordance with
a resolution or resolutions adopted by the Board of Directors.  At the first
annual meeting of stockholders following the Initial Public Offering (assuming
the corporation is not subject to Section 2115(b) of the CGCL), the term of
office of the Class I directors shall expire and Class I directors shall be
elected for a full term of three years.  At the second annual meeting of
stockholders following the Initial Public Offering (assuming the corporation is
not subject to Section 2115(b) of the CGCL), the term of office of the Class II
directors shall expire and Class II directors shall be elected for a full term
of three years.  At the third annual meeting of stockholders following the
Initial Public Offering (assuming the corporation is not subject to Section
2115(b) of the CGCL), the term of office of the Class III directors shall expire
and Class III directors shall be elected for a full term of three years.  At
each succeeding annual meeting of stockholders (assuming the corporation is not
subject to Section 2115(b) of the CGCL), directors shall be elected for a full
term of three years to succeed the directors of the class whose terms expire at
such annual meeting.

               b.   Prior to the Initial Public Offering and in the event that
the corporation is subject to Section 2115(b) of the CGCL at any time, or from
time to time, Section A.(2)a.


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of this Article V shall not apply and all directors shall be designated of the
same class, each director shall hold office until the next annual meeting and
the directors shall be elected at each annual meeting of stockholders to hold
office until the next annual meeting. 

               c.   (i)  No person entitled to vote at an election for directors
may cumulate votes to which such person is entitled, unless, at the time of such
election, the corporation is subject to Section 2115(b) of the CGCL.

                    (ii) During such time or times that the corporation is
subject to Section 2115(b) of the CGCL, every stockholder entitled to vote at an
election for directors may cumulate such stockholder's votes and give one
candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which such stockholder's shares are
otherwise entitled, or distribute the stockholders votes on the same principal
among as many candidates as such stockholder thinks fit.  No stockholder,
however, shall be entitled to so cumulate such stockholder's votes unless (i)
the names of such candidate or candidates have been placed in nomination prior
to the voting and (ii) the stockholder has given notice at the meeting, prior to
the voting, of such stockholder's intention to cumulate such stockholder's
votes.  If any stockholder has given proper notice, all stockholders may
cumulate their votes for any candidates who have been properly placed in
nomination. The candidates receiving the highest number of votes, up to the
number of directors to be elected, are elected.

Notwithstanding the foregoing provisions of this section, each director shall
serve until his successor is duly elected and qualified or until his death,
resignation or removal.  No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.

          (3)  REMOVAL OF DIRECTORS.

               a.   During such time or times that the corporation is subject to
Section 2115(b) of the CGCL, subject to the rights of the holders of any series
of Preferred Stock and the limitations imposed by law, the Board of Directors or
any individual director may be removed from office at any time with or without
cause by the affirmative vote of the holders of at least a majority of the
then-outstanding shares of voting stock of the corporation, entitled to vote at
an election of directors (the "Voting Stock"); provided, however, that unless
the entire Board is removed, no individual director may be removed when the
votes cast against such director's removal, or not consenting in writing to such
removal, would be sufficient to elect that director if voted cumulatively at an
election at which the same total number of votes were cast (or, if such action
is taken by written consent, all shares entitled to vote were voted) and the
entire number of directors authorized at the time of such director's most recent
election were then being elected.

               b.   Following any date on which the corporation is no longer
subject to Section 2115(b) of the CGCL, subject to the rights of the holders of
any series of Preferred Stock and any limitations imposed by law, Section
A.(3)a. above shall no longer apply and no director shall be removed without
cause.  Subject to the rights of the holders of any series of Preferred Stock
and any limitations imposed by law, the Board of Directors or any individual
director may


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be removed from office at any time with cause by the affirmative vote of the
holders of a majority of the voting power of all then-outstanding shares of
Voting Stock.

          (4)  Subject to the rights of the holders of any series of Preferred
Stock, any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other causes and any newly created
directorships resulting from any increase in the number of directors, shall,
unless the Board of Directors determines by resolution that any such vacancies
or newly created directorships shall be filled by the stockholders, except as
otherwise provided by law, be filled only by the affirmative vote of a majority
of the directors then in office, even though less than a quorum of the Board of
Directors, and not by the stockholders.  Any director elected in accordance with
the preceding sentence shall hold office for the remainder of the full term of
the director for which the vacancy was created or occurred and until such
director's successor shall have been elected and qualified. 

     B.   (1)  Subject to paragraph (h) of Section 43 of the Bylaws, the Bylaws
may be altered or amended or new Bylaws adopted by the affirmative vote of at
least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of
the then-outstanding shares of the Voting Stock.  The Board of Directors shall
also have the power to adopt, amend, or repeal Bylaws.

          (2)  The directors of the corporation need not be elected by written
ballot unless the Bylaws so provide.

          (3)  No action shall be taken by the stockholders of the corporation
except at an annual or special meeting of stockholders called in accordance with
the Bylaws or by written consent of stockholders in accordance with the Bylaws
prior to the closing of the Initial Public Offering and following the closing of
the Initial Public Offering no action shall be taken by the stockholders by
written consent. 

          (4)  Special meetings of the stockholders of the corporation may be
called, for any purpose or purposes, by (i) the Chairman of the Board of
Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors
pursuant to a resolution adopted by a majority of the total number of authorized
directors (whether or not there exist any vacancies in previously authorized
directorships at the time any such resolution is presented to the Board of
Directors for adoption), and shall be held at such place, on such date, and at
such time as the Board of Directors shall fix.

          (5)  Advance notice of stockholder nominations for the election of
directors and of business to be brought by stockholders before any meeting of
the stockholders of the corporation shall be given in the manner provided in the
Bylaws of the corporation.

                                          VI

     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


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


                                         VII

     A.   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, except as provided in paragraph B. of this
Article VII, and all rights conferred upon the stockholders herein are granted
subject to this reservation. 

     B.   Notwithstanding any other provisions of this Certificate of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any
particular class or series of the Voting Stock required by law, this Certificate
of Incorporation or any Preferred Stock Designation, the affirmative vote of the
holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting
power of all of the then-outstanding shares of the Voting Stock, voting together
as a single class, shall be required to alter, amend or repeal Articles V, VI,
and VII.

     The foregoing Amended and Restated Certificate of Incorporation has been
duly approved by the Board of Directors.

     The foregoing Amended and Restated Certificate of Incorporation has been
duly approved by the vote of the stockholders in accordance with Sections 242
and 245 of the Delaware General Corporation Law.  The total number of
outstanding shares of the Corporation entitled to vote on the amendment was
________ shares of Common Stock, ________ shares of Series A Preferred Stock,
________ shares of Series B Preferred Stock, ________ shares of Series C
Preferred Stock and ________ shares of Series D Preferred Stock. The number of
shares voting in favor of the amendment equaled or exceeded the vote required. 
The percentage vote required was more than 50% of the Common Stock and more than
50% of the Preferred Stock each voting separately as a separate class and more
than 50% of the Common Stock and Preferred Stock voting together as a single
class on an as-converted basis.


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     I further declare under penalty of perjury under the laws of the state of
Delaware that the matters set forth in this Amended and Restated Certificate of
Incorporation are true and correct.



                                   ---------------------------------------------
_________, 1998                    Lonnie M. Smith
                                   President and 
                                   Chief Executive Officer


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