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                                                                  EXHIBIT 3 (i)

                  AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                           HANMI FINANCIAL CORPORATION

         (Duly adopted pursuant to Sections 242 and 245 of the Delaware
General Corporation Law)


         This Amended and Restated Certificate of Incorporation was proposed
by the Board of Directors on April 19, 2000 to the sole stockholder of Hanmi
Financial Corporation, a corporation organized under the laws of the State of
Delaware (the "Corporation"), and duly adopted in accordance with the
provisions of Section 228 of the Delaware General Corporation Law, as
amended, by the written consent of the sole stockholder dated as of April 19,
2000, and in accordance with Section 141(f) of the Delaware General
Corporation Law, as amended, by a unanimous written consent of the Board of
Directors dated as of April 19, 2000.

         The original Certificate of Incorporation of the Corporation was
filed with the Delaware Secretary of State on March 14, 2000.

         The Certificate of Incorporation of the Corporation is being amended
and restatd as follows:


                                    ARTICLE I

         The name of the Corporation is Hanmi Financial Corporation

                                   ARTICLE II

         The registered office of the Corporation in the State of Delaware is
1013 Centre Road in the City of Wilmington, County of New Castle 19805. The name
of the registered agent of the Corporation at that address is Corporation
Service Company.

                                   ARTICLE III

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

                                   ARTICLE IV

         The Corporation is authorized to issue two classes of stock,
designated, respectively, Common Stock and Preferred Stock. The aggregate number
of shares of all classes of capital stock which the Corporation shall have
authority to issue is sixty million (60,000,000) shares, of which fifty million
(50,000,000) shares shall be Common Stock, par value $.001 per share, and ten
million (10,000,000) of which shall be Preferred Stock, par value $.001 per
share, issuable in one or more series.

         The shares of Preferred Stock may be issued from time to time in one or
more series. The Board of Directors is hereby authorized to fix by resolution or
resolutions the voting rights, designations, powers, preferences and the
relative, participating, optional or other rights, if any, and the
qualifications, limitations or restrictions thereof of any wholly unissued
shares of Preferred Stock; and to fix the number of shares constituting such
series, and to increase or decrease the number of shares of any such series, but
not below the number of shares thereof then outstanding.

                                    ARTICLE V

         Any action required or permitted to be taken by the stockholders of the
Corporation must be effected at an annual or special meeting of stockholders of
the Corporation and may not be effected by any consent in writing by such
stockholders.

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                                   ARTICLE VI

         All the powers of the Corporation, insofar as the same may be lawfully
vested by this Certificate of Incorporation in the Board of Directors, are
hereby conferred upon the Board of Directors. In furtherance and not in
limitation of such powers, the Board of Directors shall have the power to make,
adopt, alter, amend and repeal from time to time bylaws of the Corporation,
subject to the right of the stockholders entitled to vote with respect thereto
to adopt, alter, amend and repeal bylaws made by the Board of Directors;
provided, however, that bylaws shall not be adopted, altered, amended or
repealed by the stockholders of the Corporation except by the vote of the
holders of not less than sixty six and two-thirds percent (66.67%) of the
combined voting power of all of the then outstanding capital stock entitled to
vote generally in the election of directors, voting together as a single class.

                                   ARTICLE VII

         SECTION 1. Except as may be otherwise provided by the terms of any
series of Preferred Stock or any other securities of the Corporation having a
preference over the Common Stock, the exact number of directors of the
Corporation shall be fixed by or in the manner provided in the bylaws of the
Corporation and such number may from time to time be increased or decreased in
accordance with the provisions thereof, provided that no decrease in the number
of directors shall have the effect of shortening the term of any incumbent
director, and provided further that no action shall be taken to decrease or
increase the number of directors from time to time unless at least two-thirds
(2/3) of the directors then in office shall concur in said action, subject to
the rights of holders of any series of Preferred Stock or any other securities
of the Corporation then outstanding. Vacancies in the Board of Directors,
however caused, and newly created directorships shall be filled by a vote of
two-thirds (2/3) of the directors then in office, whether or not a quorum, and
any director so chosen shall hold office for a term expiring at the annual
meeting of stockholders at which the term of the class to which the director has
been chosen expires and when the director's successor is elected and qualified.
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.

         SECTION 2. Except as otherwise provided by the terms of any series of
Preferred Stock or any other securities of the Corporation having a preference
over the Common Stock, any director of the Corporation, other than those who may
be elected pursuant to the terms of any series of Preferred Stock or any other
securities of the Corporation having a preference over the Common Stock, shall
be classified, with respect to the time for which they severally hold office,
into three classes, as nearly equal in number as possible, as shall be provided
in the bylaws. The terms of the initial directors shall be determined by the
Board of Directors, with one class designated as elected for a one year term,
the second class designated as elected for a two year term and the third class
designated as elected for a three year term. At the annual meeting of
stockholders of the Corporation

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in the year following the organizational meeting and at each subsequent annual
meeting, the successors of the class of directors whose term expires at that
meeting shall be elected to hold office for a term expiring at the annual
meeting of stockholders held in the third year following the year of their
election.

                  Should the number of directors of the Corporation be reduced,
the directorship(s) eliminated shall be allocated among classes as appropriate
so that the number of directors in each class is as specified in the immediately
preceding paragraph. The Board of Directors shall designate, by the name of the
incumbent(s) and the position(s) to be abolished. Notwithstanding the foregoing,
no decrease in the number of directors shall have the effect of shortening the
term of any incumbent director. Should the number of directors of the
Corporation be increased, the additional directorships shall be allocated among
classes as appropriate so that the number of directors in each class is as
specified in the immediately preceding paragraph.

         SECTION 3. Whenever the holders of any one or more series of Preferred
Stock of the Corporation shall have the right, voting separately as a class, to
elect one or more directors of the Corporation, the Board of Directors shall
consist of said directors so elected in addition to the number of directors
fixed as provided above in this Article VII. Notwithstanding the foregoing, and
except as otherwise may be required by law, whenever the holders of any one or
more series of Preferred Stock of the Corporation shall have the right, voting
separately as a class, to elect one or more directors of the Corporation, the
terms of the director or directors elected by such holders shall expire at the
next succeeding annual meeting of stockholders.


         SECTION 4. Directors of the Corporation may be removed from office
with or without cause by the affirmative vote of a majority of the
outstanding shares entitled to vote.

                                  ARTICLE VIII

         The Board of Directors of the Corporation, when evaluating any offer to
(a) make a tender or exchange offer for any equity security of the Corporation,
(b) merge or consolidate the Corporation with another corporation or entity, or
(c) purchase or otherwise acquire all or substantially all of the properties and
assets of the Corporation, may, in connection with the exercise of its judgment
in determining what is in the best interest of the Corporation and its
stockholders, give due consideration to all relevant factors, including, without
limitation, the social and economic effect of acceptance of such offer: on the
Corporation's present and future customers and employees and those of its
subsidiaries; on the communities in which the Corporation and its subsidiaries
operate or are located; on the ability of the Corporation to fulfill its
corporate objectives as a financial institution holding company; and on the
ability of its subsidiary financial institution(s) to fulfill the objectives of
a federally insured financial institution under applicable statutes and
regulations.

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                                   ARTICLE IX

                  SECTION 1. Subject to the provisions of Section 2 of this
Article IX, in addition to any vote required by law or by this Certificate of
Incorporation or the terms of any series of Preferred Stock or any other
securities of the Corporation having a preference over the Common Stock, a
Business Combination (as defined in paragraph (b) of Section 3 of this Article
IX) shall be approved by the affirmative vote of the holders of not less than:

                           (a) 66-2/3% of the voting power of all outstanding
shares of Voting Stock, regardless of class and voting together as a single
voting class; and

                           (b) a majority of the voting power of all outstanding
shares of Voting Stock, other than shares held by (i) an Interested Stockholder
which is (or the Affiliate or Associate of which is) a party to such Business
Combination or (ii) an Affiliate or Associate of such Interested Stockholder,
regardless of class and voting together as a single voting class.

                  The affirmative votes referred to in paragraphs (a) and (b) of
this Section 1 shall be required notwithstanding the fact that no vote may be
required, or that a lesser percentage or proportion may be specified, by law, or
by this Certificate of Incorporation or by the term of any series of Preferred
Stock or any other securities of the Corporation having a preference over the
Common Stock or in any agreement between the Corporation and any other person,
including a national securities exchange, or otherwise.

                  SECTION 2. Notwithstanding the provisions of Section 1 of this
Article IX, a Business Combination may be approved if all of the conditions
specified in either of the following paragraphs (a) or (b) have been satisfied:

                           (a) both of the following conditions specified in
clauses (i) and (ii) of this paragraph (a) have been satisfied:

                                    (i) there are one or more Disinterested
Directors and a majority of such Disinterested Directors shall have approved
such Business Combination; and

                                    (ii) such Business Combination shall have
been approved by the affirmative vote of the Corporation's stockholders required
by law, if any, when such vote is so required; or

                           (b) all of the following conditions specified in
clauses (i) through (vii) of this paragraph (b) have been satisfied:

                                    (i) such Business Combination shall have
been approved by the affirmative vote of holders of a majority of the voting
power of all outstanding shares of Voting Stock, regardless of class and voting
together as a single voting class:

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                                    (ii) the aggregate amount of (A) the cash
and (B) the Fair Market Value (as defined in paragraph (i) of Section 3 of this
Article IX), as of the date of the consummation of the Business Combination (the
"Consummation Date"), of consideration other than cash received or to be
received, per share, by holders of shares of Common Stock in such Business
Combination, shall be at least equal to the greatest per share amount determined
under the following alternatives:

                                             (1) the highest per share price
(including any brokerage commissions, transfer taxes and soliciting dealers'
fees) paid or agreed to be paid by or on behalf of the Interested Stockholder or
any Affiliate or Associate of such Interested Stockholder which is (or the
Affiliate or Associate of which is) a party to such Business Combination for any
shares of Common Stock in connection with the acquisition by such Interested
Stockholder or any such Affiliate or Associate of beneficial ownership of shares
of Common Stock (x) within the two-year period immediately prior to and
including the date of the final public announcement of the terms of the proposed
Business Combination (the "Announcement Date"), or (y) in the transaction in
which such Interested Stockholder became an interested Stockholder, whichever is
higher; and

                                             (2) the Fair Market Value per share
of Common Stock (x) on the Announcement Date, or (y) on the date on which the
Interested Stockholder became an Interested Stockholder (the "Determination
Date"), whichever is higher;

                                    (iii) the aggregate amount of (A) the cash
and (B) the Fair Market Value, as of the Consummation Date, of consideration
other than cash received or to be received, per share, by holders of shares of
any class or series of outstanding Voting Stock, other than Common Stock in such
Business Combination, shall be at least equal to the highest amount determined
under clauses (1), (2), and (3) below (it being intended that the requirements
of this clause (iii) shall be required to be met with respect to every class or
series of outstanding Voting Stock other than Common Stock, whether or not such
Interested Stockholder (or such Affiliate or Associate) has previously acquired
any shares of a particular class or series of Voting Stock);

                                             (1) the highest per share price
(including any brokerage commissions, transfer taxes and soliciting dealers'
fees) paid or agreed to be paid by or on behalf of the Interested Stockholder or
any Affiliate or Associate of such Interested Stockholder which is (or the
Affiliate or Associate of which is) a party to such Business Combination for any
shares of such class or series of Voting Stock in connection with the
acquisition by such Interested Stockholder or any such Affiliated or Associate
of beneficial ownership of shares of such class or series of Voting Stock (x)
within the two-year period immediately prior to the Announcement Date, or (y) in
the transaction in which such Interested Stockholder became an Interested
Stockholder, whichever is higher;

                                             (2) (if applicable) the highest
preferential amount per share to which the holders of shares of such class or
series of Voting Stock are entitled in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, regardless of whether
the Business Combination to be consummated constitutes such an event; and

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                                             (3) the Fair Market Value per share
of such class or series of Voting Stock (x) on the Announcement Date, or (y) on
the Determination Date, whichever is higher;

                                    (iv) the consideration to be received by the
holders of a particular class of outstanding Voting Stock (including Common
Stock) shall be in cash or in the same form as the Interested Stockholder (or
any Affiliate or Associate of such Interested Stockholder) has previously paid
(or agreed to pay) for shares of such class or series of Voting Stock. If the
Interested Stockholder and/or his Affiliates or Associates paid for shares of
any class of Voting Stock with varying forms of consideration, the form of
consideration to be received by holders of shares of such class or series of
Voting Stock shall be either cash or the form used to acquire the largest number
of shares of such class of Voting Stock previously acquired by such Interested
Stockholder and his Affiliates and Associates. The price determined in
accordance with clauses (ii) and (iii) of this paragraph (b) shall be subject to
appropriate adjustment in the event of any stock dividend, stock split,
combination of shares or similar event;

                                    (v) after the Determination Date and prior
to the consummation of such Business Combination, neither such Interested
Stockholder nor any of its Affiliates or Associates shall have become the
beneficial owner of any additional shares of Voting Stock, except (A) as part of
the transaction which resulted in such Interested Stockholder becoming an
Interested Stockholder, (B) upon the exercise of options or warrants granted
prior to, or the conversion of convertible securities acquired prior to, the
Determination Date, (C) pursuant to any employee benefit plan, including without
limitation a stock plan, maintained by the Corporation or any Subsidiary,
regardless of the date of acquisition of such beneficial ownership, or (D) as a
result of a stock split or a pro rata stock dividend;

                                    (vi) after the Determination Date and prior
to the consummation of such Business Combination, neither such Interested
Stockholder nor any of its Affiliates or Associates shall have received the
benefit, directly or indirectly (except proportionately as a stockholder) of any
loans, advances, guarantees, pledges or other financial assistance or any tax
credits or other tax advantages provided by the Corporation (other than any of
the foregoing provided under an employee benefit plan of the Corporation or any
subsidiary, including without limitation stock option plans), whether in
anticipation of or in connection with such Business Combination or otherwise;
and

                                    (vii) a proxy or information statement
describing the proposed Business Combination and complying with the requirements
of the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder (or any subsequent provisions replacing such act, rules
and/or regulations) shall be mailed to stockholders of the Corporation at least
thirty (30) days prior to the consummation of such Business Combination (whether
or not such proxy or information statement is required to be mailed pursuant to
such act, rules and/or regulations or such subsequent provisions).

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                  SECTION 3. For purposes of this Certificate of Incorporation,
the following definitions shall apply:

                           (a) "Disinterested Director" means, with respect to
any Business Combination with, or proposed by or on behalf of, an Interested
Stockholder (or his Affiliate or Associate) and with respect to any proposal by
or on behalf of an Interested Stockholder (or his Affiliate or Associate) to
amend or repeal any provision of this Certificate of Incorporation, the
amendment or repeal of which is governed by Article XII hereof, any member of
the Board of Directors of the Corporation who is not such Interested Stockholder
or an Affiliate or Associate of such Interested Stockholder and who was a member
of the Board of Directors of this Corporation prior to the time that the
Interested Stockholder became an Interested Stockholder. The term "Disinterested
Director" includes a successor to any such director if the successor is neither
the Interested Stockholder nor an Affiliate or Associate of the Interested
Stockholder and was recommended or elected to succeed the Disinterested Director
on the Board by a majority of Disinterested Directors then on the Board. In
connection with any vote, action or approval by the Board of Directors not
involving a Business Combination with, or proposal by or on behalf of, an
Interested Stockholder (or his Affiliate or Associate) the term "Disinterested
Director" means any member of the Board of Directors then in office.

                           (b) "Business Combination" means:

                                    (i) any merger or consolidation of the
Corporation or any Subsidiary (as defined in paragraph (h) of this Section 3)
with or into (A) any Interested Stockholder or (B) any other corporation
(whether or not itself an Interested Stockholder) which immediately before is,
or after such merger or consolidation would be, an Affiliate or Associate of an
Interested Stockholder, or any merger or consolidation of (A) any Interested
Stockholder or (B) any such other Corporation (whether or not itself an
Interested Stockholder) which immediately before is, or after such merger or
consolidation would be, an Affiliate or Associate of an Interested Stockholder
with and into the Corporation or any Subsidiary.

                                    (ii) any sale, lease, exchange, mortgage,
pledge, transfer or other disposition (in one transaction or a series of related
transactions) to or with any Interested Stockholder, Affiliate and/or any
Associate of any Interested Stockholder of any assets of the Corporation or any
Subsidiary, where such assets have an aggregate Fair Market Value of $1,000,000
or more;

                                    (iii) the issuance or transfer by the
Corporation or any Subsidiary (in one transaction or a series of related
transactions) of any securities of the Corporation or any Subsidiary, to a
person which, immediately prior to such issuance or transfer, is an Interested
Stockholder or an Affiliate or Associate of an Interested Stockholder, where
such equity securities have an aggregate Fair Market Value of $1,000,000 or
more;

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                                    (iv) the adoption of any plan or proposal
for the liquidation or dissolution of the Corporation proposed by or on behalf
of any Interested Stockholder or any Affiliate or Associate of any Interested
Stockholder;

                                    (v) any reclassification of securities
(including any reverse stock split) or recapitalization of the Corporation, or
any merger or consolidation of the Corporation with any of its Subsidiaries or
any similar transaction (whether or not with or into or otherwise involving an
Interested Stockholder), which has the effect, directly or indirectly, of
increasing the percentage of the outstanding shares of any class of equity or
convertible securities of the Corporation or any Subsidiary which is directly or
indirectly owned by any Interested Stockholder or by any Affiliate or Associate
of any Interested Stockholder; or

                                    (vi) any agreement, contract or other
arrangement providing for any of the transactions described in clauses (i)
through (v) of this paragraph (b).

                           (c) A "person" means an individual, firm,
partnership, trust, corporation, limited liability company or other entity.

                           (d) "Interested Stockholder" means, as of any given
date, any person who or which:

                                    (i) is the beneficial owner (as defined in
paragraph (e) of this Section 3), directly or indirectly, of 10% or more of the
voting power of (A) all outstanding shares of Voting Stock or (B) all
outstanding shares of the capital stock of a Subsidiary having general voting
power ("Subsidiary Stock");

                                    (ii) is an Affiliate of the Corporation and
at any time within the two-year period immediately prior to such date was the
beneficial owner, directly or indirectly, of 10% or more of the voting power of
all outstanding shares of Voting Stock or all outstanding shares of Subsidiary
Stock; or

                                    (iii) is an assignee of or has otherwise
succeeded to any shares of Voting Stock or Subsidiary Stock which were, at any
time within the two-year period immediately prior to such date, beneficially
owned by any person who at such time was an Interested Stockholder, unless such
assignment or succession shall have occurred in the course of a transaction or
series of transactions involving the purchase of shares in a public offering
within the meaning of the Securities Act of 1933, as amended, or open market
purchases of shares, if in either case the price and other terms of sale are not
negotiated by the purchaser and seller of such shares; provided, however, that
the term "Interested Stockholder" shall not include (A) the Corporation or any
Subsidiary or (B) any employee stock ownership or other employee benefit plan of
the Corporation or any Subsidiary, or any trustee of, or fiduciary with respect
to, any such plan when acting in such capacity.

                           (e) A person is the "beneficial owner" of any shares
of capital stock:

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                                    (i) which such person or any of its
Affiliates or Associates beneficially owns, directly or indirectly;

                                    (ii) which such person or any of its
Affiliates or Associates has (A) the right to acquire (whether such right is
exercisable immediately or only after the passage of time), pursuant to any
agreement, arrangement or understanding or upon the exercise of conversion
rights, exchange rights, warrants or options or otherwise, or (B) the right to
vote pursuant to any agreement, arrangement or understanding; or

                                    (iii) which are beneficially owned, directly
or indirectly, by any other person with which such first-mentioned person or any
of its Affiliates or Associates has any agreement, arrangement or understanding
for the purpose of acquiring, holding, voting or disposing of any shares of
capital stock of the Corporation or a Subsidiary, as the case may be.

                           (f) "Voting Stock" means the capital stock of the
Corporation entitled to be voted generally in the election of directors. For the
purpose of determining whether a person is an Interested Stockholder pursuant to
paragraph (d) of this Section 3, the number of shares of Voting Stock or
Subsidiary Stock, as the case may be, deemed to be outstanding shall include
shares deemed owned by a beneficial owner through application of paragraph (e)
of this Section 3, but shall not include any other shares of Voting Stock or
Subsidiary Stock, as the case may be, which are not then outstanding but which
may be issuable to any person pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights, warrants or options, or
otherwise.

                           (g) A person shall be deemed to be an "Affiliate" of
a specified person, if such person directly, or indirectly through one or more
intermediaries, controls, or is controlled by or is under common control with,
such specified person. A person shall be deemed to be an "Associate" of a
specified person, if such person is (a) a corporation or organization (other
than the Corporation or any Subsidiary) of which such specified person is an
officer or partner or of which such specified person is, directly or indirectly,
the beneficial owner of 10% or more of any class of equity securities, (b) a
trust or other estate (other than any pension, profit-sharing, employee stock
ownership or other employee benefit plan of the Corporation or any Subsidiary)
in which such specified person has a substantial beneficial interest or as to
which such specified person serves as trustee or in a similar fiduciary
capacity, or (c) a relative or spouse of such specified person, or a relative of
such spouse, who has the same home as such specified person.

                           (h) "Subsidiary" means any corporation of which a
majority of any class of equity security (as defined by the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, is owned,
directly or indirectly, by the Corporation.

                           (i) "Fair Market Value" means, (i) in the case of
stock, (A) the average of the last reported sale price per share of the Common
Stock on the NASDAQ National Market, or any similar system of automated
dissemination of quotations of securities prices then in common use, if so
quoted, for ten (10) consecutive Trading Days (as defined below) preceding the
date of such computation, or (B) if not quoted as described in clause (A), the
mean between the high bid and

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low asked quotations for the Common Stock as reported by the National Quotation
Bureau Incorporated if at least two securities dealers have inserted both bid
and asked quotations for the Common Stock on at least fifteen of the thirty
preceding Trading Days, or (C) if the Common Stock is listed or admitted for
trading on any national securities exchange, the last reported sale price, or
the closing bid price if no sale occurred, of the Common Stock on the principal
securities exchange on which the Common Stock is listed, or (D) if no such
quotations are available, the fair market value on the date in question of a
share of such stock as determined in good faith by a majority of the
Disinterested Directors (or if there are no Disinterested Directors, then by a
majority of the Board of Directors), and (ii) in the case of property other than
cash or stock, the fair market value of such property on the date in question as
determined in good faith by a majority of the Disinterested Directors (or if
there are no Disinterested Directors, then by a majority of the Board of
Directors). As used herein, the term "Trading Days" means (x) if the Common
Stock is quoted on the NASDAQ National Market or any similar system of automated
dissemination of quotations of securities prices, days on which trades may be
made on such system, or (y) if not quoted as described in clause (x), days on
which quotations are reported by the National Quotation Bureau Incorporated, or
(z) if the Common Stock is listed or admitted for trading or any national
securities exchange, days on which such national securities exchange is open for
business.

                           (j) In the event of any Business Combination in which
the Corporation survives, the phrase "consideration other than cash received or
to be received" as used in clauses (ii) and (iii) of paragraph (b) of Section 2
of this Article IX shall include the shares of Common Stock and/or the shares of
any other class of Voting Stock retained by the holder of such shares.

                  SECTION 4. A majority of the Disinterested Directors shall
have the power and duty to determine, for purposes of this Article IX on the
basis of information known to them: (a) whether a person is an Interested
Stockholder, (b) the number of shares of Voting Stock or Subsidiary Stock
beneficially owned by any person, (c) whether a person is an Affiliate or
Associate of another person, (d) whether a person has an agreement, arrangement
or understanding with another person as, to the matters referred to in clause
(vi) of paragraph (b), or clause (ii) or (iii) of paragraph (e), of Section 3 of
this Article IX, (e) whether any particular assets of the Corporation and/or any
Subsidiary have an aggregate Fair Market Value of $1,000,000 or more, or (f)
whether the consideration received for the issuance or transfer of securities by
the Corporation and/or any Subsidiary has an aggregate Fair Market Value of
$1,000,000 or more. In furtherance and not in limitation of the preceding powers
and duties set forth in this Section 4, a majority of the Disinterested
Directors shall have the power and duty to interpret all of the terms and
provisions of this Article IX.

                  SECTION 5. Nothing contained in this Article IX shall be
construed to relieve any Interested Stockholder or any Affiliate or Associate
thereof from any fiduciary obligation imposed by law.

                  SECTION 6. The fact that any action or transaction complies
with the provisions of this Article IX shall not be construed to impose any
fiduciary duty, obligation or responsibility on the Board of Directors or any
member thereof to approve such action or transaction or

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recommend its adoption or approval to the stockholders of the Corporation, nor
shall such compliance limit, prohibit or otherwise restrict in any manner the
Board of Directors, or any member thereof, with respect to evaluations of, or
actions and responses taken with respect to, such action or transactions.

                  SECTION 7. To the maximum extent permissible under Section 262
of the General Corporation Law of the State of Delaware, the stockholders of the
Corporation shall be entitled to the statutory appraisal rights provided
therein, notwithstanding any exception otherwise provided therein, with respect
to any Business Combination involving the Corporation and any Interested
Stockholder (or any Affiliate or Associate of any Interested Stockholder), which
requires, the affirmative vote specified in paragraph (a) of Section 1 of
Article IX hereof.

                                    ARTICLE X

         To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, the
Corporation shall indemnify and advance indemnification expenses on behalf of
all directors and officers of the Corporation. The Corporation shall indemnify
such other persons as may be required by statute or by the bylaws of the
Corporation.

                                   ARTICLE XI

         To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, a director of
the Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for a breach of his\her fiduciary duty as a director. No
amendment to or repeal of this Article XI shall apply to or have any effect on
the liability or alleged liability of a director of the Corporation for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal.

                                   ARTICLE XII

         The Corporation reserves the right to amend, alter or repeal any
provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed herein or by statute, and all rights and powers
conferred herein are subject to this reserved power, provided, however, that
subject to the powers and rights provided for herein with respect to
Preferred Stock issued by the Corporation, if any, but notwithstanding
anything else contained in this Certificate of Incorporation to the contrary,
the affirmative vote of the holders of at least sixty six and two-thirds
percent (66.67%) of the Voting Stock (as defined in Article IX) voting
together as a single class, shall be required to amend, alter, repeal or
adopt any provision inconsistent with this Article XII or Articles V, VI,
VII (except Section 4 thereof), VIII, IX, X, XI, or XIII of this Certificate
of Incorporation or to add an article or provision imposing cumulative voting
in the election of directors or to reduce the number of authorized shares of
Common Stock and Preferred Stock pursuant to Article IV.


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<PAGE>

                                  ARTICLE XIII

         The Corporation elects the provisions of Section 203 of the Delaware
General Corporation Code.

                                   ARTICLE XIV

         The Corporation is to have perpetual existence.

                                   ARTICLE XV

         Election of directors of the Corporation need not be by written ballot
except and to the extent provided in the bylaws of the Corporation.

                                   ARTICLE XVI

         The Board of Directors shall have the power to hold its meetings within
or outside the State of Delaware at such place as from time to time may be
designated by the bylaws of the Corporation or by resolution of the Board of
Directors.





         IN WITNESS WHEREOF, the undersigned has caused this Amended and
Restated Certificate of Incorporation, to be executed this __ day of April,
2000.



                                           -------------------------------
                                           David Kim, Vice President


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