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                  AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                          OF
                             ALTERNATIVE RESOURCES CORP.

         The original Certificate of Incorporation of the corporation was filed
with the Secretary of State of Delaware on March 7, 1988.  The name of the
corporation under which it was originally incorporated was Alternative Resources
Corp.  This Amended and Restated Certificate of Incorporation not only restates
and integrates the original Certificate of Incorporation and all amendments
thereto, but also includes amendments adopted by the stockholders of the
corporation on the date hereof.  This Amended and Restated Certificate of
Incorporation was duly adopted in accordance with the applicable provisions of
Sections 228, 242 and 245 of the General Corporation Law of Delaware and shall
become effective upon filing with the Secretary of State of the State of
Delaware.

         FIRST:  The name of the corporation is ALTERNATIVE RESOURCES
CORPORATION.

         SECOND:  The corporation's registered office in the State of Delaware
is located at 1209 Orange Street, in the City of Wilmington, County of New
Castle.  The name of the corporation's registered agent at such address is The
Corporation Trust Company.

         THIRD:  The nature of the business and the objects and purposes to be
transacted, promoted and carried on are to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware.

         FOURTH:  The total number of shares of all classes of stock which the
corporation shall have the authority to issue is 21,000,000 shares, consisting
of (i) 20,000,000 shares of common stock, $0.01 par value per share ("Common
Stock"), and (ii) 1,000,000 shares of preferred stock, $0.01 par value per share
("Preferred Stock").

         The designations, powers, preferences and relative participating,
optional or other special rights and the qualifications, limitations and
restrictions thereof in respect of each class of capital stock of the
corporation are as follows:

A.  COMMON STOCK

         1. VOTING.  Except as otherwise provided by law, each share of Common
Stock shall entitle the holder thereof to one vote in any matter which is
submitted to a vote of stockholders of the corporation.

         2. DIVIDENDS.  Subject to the express terms of the Preferred Stock
outstanding from time to time, such dividend or distribution as may be
determined by the Board of Directors of the corporation may from time to time be
declared and paid or made upon the Common Stock out of any source at the time
lawfully available for the payment of dividends.

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         3. LIQUIDATION.  The holders of Common Stock shall be entitled to
share ratably upon any liquidation, dissolution or winding up of the affairs of
the corporation (voluntary of involuntary) of all assets of the corporation
which are legally available for distribution, if any, remaining after payment of
all debts and other liabilities and subject to the prior rights of any holders
of Preferred Stock of the preferential amounts, if any, to which they are
entitled.

         4. PURCHASES.  Subject to any applicable provisions of this Article
Fourth, the corporation may at any time or from time to time purchase or
otherwise acquire shares of its Common Stock in any manner now or hereafter
permitted by law, publicly or privately, or pursuant to any agreement.


B.  PREFERRED STOCK

         Subject to the terms contained in any designation of a series of
Preferred Stock, the Board of Directors is expressly authorized, at any time and
from time to time, to fix, by resolution or resolutions, the following
provisions for shares of any class or classes of Preferred Stock of the
corporation or any series of any class of Preferred Stock:

         1. the designation of such class or series, the number of shares to
constitute such class or series which may be increased or decreased (but not
below the number of shares of that class or series then outstanding) by
resolution of the Board of Directors, and the stated value thereof if different
from the par value thereof;

         2. whether the shares of such class or series shall have voting
rights, in addition to any voting rights provided by law, and, if so, the terms
of such voting rights;

         3. the dividends, if any, payable on such class or series, whether any
such dividends shall be cumulative, and, if so, from what dates, the conditions
and dates upon which such dividends shall be payable, and the preference or
relation which such dividends shall bear to the dividends payable on any shares
of stock of any other class or any other series of the same class;

         4. whether the shares of such class or series shall be subject to
redemption by the corporation, and, if so, the times, prices and other
conditions of such redemption;

         5. the amount or amounts payable upon shares of such series upon, and
the rights of the holders of such class or series in, the voluntary or
involuntary liquidation, dissolution or winding up, or upon any distribution of
the assets, of the corporation;

         6. whether the shares of such class or series shall be subject to the
operation of a retirement or sinking fund and, if so, the extent to and manner
in which any such retirement or sinking fund shall be applied to the purchase or
redemption of the shares of such class or 


                                    Page 13 of 28

<PAGE>

series for retirement or other corporate purposes and the terms and 
provisions relative to the operation thereof;

         7. whether the shares of such class or series shall be convertible
into, or exchangeable for, shares of stock of any other class or any other
series of the same class or any other securities and, if so, the price or prices
or the rate or rates of conversion or exchange and the method, if any, of
adjusting the same, and any other terms and conditions of conversion or
exchange;

         8. the limitations and restrictions, if any, to be effective while any
shares of such class or series are outstanding upon the payment of dividends or
the making of other distributions on, and upon the purchase, redemption or other
acquisition by the corporation of the Common Stock or shares of stock of any
other class or any other series of the same class;

         9. the conditions or restrictions, if any, upon the creation of
indebtedness of the corporation or upon the issue of any additional stock,
including additional shares of such class or series or of any other series of
the same class or of any other class;

         10. the ranking (be it PARI PASSU, junior or senior) of each class or
series vis-a-vis any other class or series of any class of Preferred Stock as to
the payment of dividends, the distribution of assets and all other matters; and

         11. any other powers, preferences and relative, participating,
optional and other special rights, and any qualifications, limitations and
restrictions thereof, insofar as they are not inconsistent with the provisions
of this Amended and Restated Certificate of Incorporation, to the full extent
permitted in accordance with the laws of the State of Delaware.

         The powers, preferences and relative, participating, optional and
other special rights of each class or series of Preferred Stock, and the
qualifications, limitations or restrictions thereof, if any, may differ from
those of any and all other series at any time outstanding.


C.  MISCELLANEOUS

         1. PREEMPTIVE RIGHTS.  No holder of any share of any class of stock of
the corporation shall have any preemptive right to subscribe for or acquire
additional shares of stock of any class of the corporation or warrants or
options to purchase, or securities convertible into, shares of any class of
stock of the corporation.

         2. ISSUANCE OF STOCK.  Shares of capital stock of the corporation may
be issued by the corporation from time to time in such amounts and proportions
and for such consideration (not less than the par value thereof in the case of
capital stock having par value)


                                    Page 14 of 28

<PAGE>

as may be fixed and determined from time to time by the Board of Directors and
as shall be permitted by law.

         3. UNCLAIMED DIVIDENDS.  Any and all right, title, interest and claim
in or to any dividends declared by the corporation, whether in cash, stock or
otherwise, which are unclaimed by the stockholder entitled thereto for a period
of six years after the close of business on the payment date, shall be and shall
be deemed to be extinguished and abandoned; and such unclaimed dividends in the
possession of the corporation, its transfer agents or other agents or
depositories, shall at such time become the absolute property of the
corporation, free and clear of any and all claims of any persons whatsoever.


D.  STOCK SPLIT

         Notwithstanding anything in this Amended and Restated Certificate of
Incorporation to the contrary, each share of Common Stock of the corporation
issued and outstanding immediately prior to the effective date of this Amended
and Restated Certificate of Incorporation shall be automatically converted,
without further action, into seven (7) shares of the Common Stock authorized
herein.  On such effective date, outstanding certificates representing shares of
Common Stock shall thereafter automatically be deemed to represent certificates
for the number of shares of Common Stock determined as set forth in the
preceding sentence; provided, however, that the holders thereof shall be
entitled to present such certificates to the corporation for replacement with
certificates reflecting such number of shares of Common Stock.

         SIXTH: A.  NUMBER, ELECTION AND TERMS OF DIRECTORS.  The number of
Directors shall be fixed from time to time exclusively by the Board of Directors
pursuant to a resolution adopted by the Board of Directors.  The Directors of
the corporation shall be divided into three classes:  Class I, Class II and
Class III.  Each class shall consist, as nearly as may be possible, of one-third
of the whole number of the Board of Directors.  If the Board of Directors is not
evenly divisible by three, the Board of Directors shall determine the number of
Directors to be elected to each class.  The initial member of Class I shall be
Christopher R. Joseph and he shall hold office for a term to expire at the
annual meeting of the stockholders to be held in 1995; the initial members of
Class II shall be Larry I. Kane and Bruce R. Smith and they shall hold office
for a term to expire at the annual meeting of the stockholders to be held in
1996; and the initial member of Class III shall be Robert L. Cummings and he
shall hold office for a term to expire at the annual meeting of the stockholders
to be held in 1997, and in the case of each class, until their respective
successors are duly elected and qualified.  At each annual election held
commencing with the annual election in 1994, the Directors elected to succeed
those whose terms expire shall be identified as being of the same class as the
Directors they succeed and shall be elected to hold office for a term to expire
at the third annual meeting of the stockholders after their election and until
their respective successors are duly elected and qualified.  Any vacancy on the
Board of Directors that results from an increase in the number of directors may
be filled by a majority


                                    Page 15 of 28

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of the Board of Directors then in office, provided that a quorum is present, and
any other vacancy occurring in the Board of Directors may be filled by a
majority of the directors then in office, even if less than a quorum, or by the
sole remaining director.  If the number of Directors changes, any increase or
decrease in Directors shall be apportioned among the classes so as to maintain
all classes as equal in number as possible, and any additional Director elected
to any class shall hold office for a term which shall coincide with the terms of
the other Directors in such class and until his successor is duly elected and
qualified.

         B. STOCKHOLDER NOMINATION OF A DIRECTOR CANDIDATE AND INTRODUCTION OF
NEW BUSINESS.  Advance notice of stockholder nominations for the election of
Directors and of new business to be brought by stockholders before any meeting
of the stockholders of the corporation shall be given in a manner provided by
the By-laws of the corporation.

         C. REMOVAL.  Any Director may be removed from office as a Director at
any time, but only for cause, and only by the affirmative vote of stockholders
of record holding not less than two-thirds (66 2/3%) of the total outstanding
voting stock of the corporation given at a meeting of the stockholders called
for that purpose.

         SEVENTH:  A.  SPECIAL MEETINGS OF STOCKHOLDERS.  Special meetings of
the stockholders, for any purpose or purposes (except to the extent otherwise
provided by law or this Amended and Restated Certificate of Incorporation), may
only be called by the Chairman of the Board, the President or a majority of the
Board of Directors then in office.

         B.  WRITTEN CONSENT BY STOCKHOLDERS WITHOUT A MEETING.  No action
required or permitted to be taken at any annual meeting or special meeting of
stockholders of the corporation may be taken by written consent without a
meeting of such stockholders.

         EIGHTH:  A.  AMENDMENT OF BY-LAWS.  The Board of Directors of the
corporation is authorized to adopt, amend or repeal the By-laws of the
corporation, subject to applicable law and any applicable provisions in any
resolution of the Board of Directors, except that any By-law provision adopted
by the stockholders amending the By-laws after their initial adoption may be
amended or repealed only by the holders of not less than two-thirds (66 2/3%) of
the total outstanding voting stock of the corporation.

         B.  ELECTION OF DIRECTORS.  Elections of Directors need not be by
written ballot unless the By-laws of the corporation shall so provide.

         C.  MEETINGS OF STOCKHOLDERS.  Meetings of stockholders may be held
within or without the State of Delaware, as the by-laws of the corporation may
provide.

         D.  BOOKS OF CORPORATION.  The books of the corporation may be kept at
such place within or without the State of Delaware as the By-laws of the
corporation may provide or as may be designated from time to time by the Board
of Directors of the corporation.


                                    Page 16 of 28

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         NINTH:  Whenever a compromise or arrangement is proposed between the
corporation and its creditors or any class of them and/or between the
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
corporation under the provisions of Section 279 of Title 8 of the Delaware Code,
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the corporation, as the case may be, to
be summoned in such manner as the said court directs.  If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or the stockholders or class of stockholders of the corporation, as the case
may be, agree to any compromise or arrangement and to any reorganization of the
corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the corporation, as the case may be, and also on the
corporation.

         TENTH:  No Director of the corporation shall be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, provided that this Article TENTH shall not eliminate or
limit the liability of a Director:  (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 General Corporation Law of the State of
Delaware (or the corresponding provision of any successor act or law); or (iv)
for any transaction from which the Director derived an improper personal
benefit.  This Article TENTH shall not eliminate or limit the liability of a
Director for any act or omission occurring prior to the date this Article TENTH
becomes effective.  Neither the amendment nor repeal of this Article TENTH, nor
the adoption of any provision of this Amended and Restated Certificate of
Incorporation inconsistent with this Article TENTH, shall eliminate or reduce
the effect of this Article TENTH in respect of any matter occurring, or any
cause of action, suit or claim that, but for this Article TENTH, would accrue or
arise, prior to such amendment, repeal or adoption of an inconsistent provision.
If the Delaware General Corporation Law is amended after the effective date of
this Article to further eliminate or limit, or to authorize further elimination
or limitation of, the personal liability of directors for breach of fiduciary
duty as a director, then the personal liability of a director to the corporation
or its stockholders shall be eliminated or limited to the full extent permitted
by the Delaware General Corporation Law, as amended.  For purposes of this
Article, "fiduciary duty as a director" shall include any fiduciary duty arising
out of serving at the request of the corporation as a director of another
corporation, partnership, joint venture, trust or other enterprise, and
"personally liable to the corporation" shall include any liability to such other
corporation, partnership, joint venture, trust or other enterprise, and any
liability to the corporation in its capacity as security holder, joint venturer,
partner, beneficiary, creditor or



                                    Page 17 of 28

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investor of or in any such other corporation, partnership, joint venture, trust
or other enterprise.  Any repeal or modification of the foregoing paragraph by
the stockholders of the corporation shall not adversely affect the elimination
or limitation of the personal liability of a director for any act or omission
occurring prior to the effective date of such repeal or modification.  This
provision shall not eliminate or limit the liability of a director for any act
or omission occurring prior to the effective date of this Article.

         ELEVENTH:  The corporation is to have perpetual existence.


         TWELFTH:  Article Ten of the corporation's original Certificate of
Incorporation is hereby deleted in its entirety and the corporation expressly
elects to be governed by Section 203 of the Delaware General Corporation Law.

         THIRTEENTH:  Notwithstanding any other provisions of this Amended and
Restated Certificate of Incorporation or the By-laws of the corporation or the
fact that a lesser percentage may be specified by law, this Amended and Restated
Certificate of Incorporation or the By-laws of the corporation, the affirmative
vote of the holders of not less than two-thirds (66 2/3%) of the total voting
power of the outstanding stock of the corporation entitled to vote generally in
the election of Directors, voting together as a single class, shall be required
to amend, alter, adopt any provision inconsistent with or to repeal
Article SIXTH or Article SEVENTH of this Amended and Restated Certificate of
Incorporation.  Furthermore, the corporation reserves the right to amend or
repeal any provision contained in this Amended and Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon a stockholder herein are granted subject to this
reservation.

         IN WITNESS WHEREOF, the corporation has caused this Amended and
Restated Certificate to be signed by its duly authorized officers this 25th day
of April, 1994.

                                       ALTERNATIVE RESOURCES
                                         CORPORATION


                                       By:  /S/ Larry Kane
                                          -------------------------------------
                                       Its:  President
                                          -------------------------------------
Attest:

 /s/ Michael E. Harris
- ----------------------------------------
Secretary


                                    Page 18 of 28

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                               CERTIFICATE OF AMENDMENT
                                          TO
                  AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                          OF
                          ALTERNATIVE RESOURCES CORPORATION

                                    *  *  *  *  *

    ALTERNATIVE RESOURCES CORPORATION, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Company"), DOES HEREBY CERTIFY THAT:

         FIRST:  The Board of Directors of the Company approved and adopted the
    following resolution to amend its Amended and Restated Certificate of
    Incorporation declaring it advisable and recommended that the amendment be
    submitted to the stockholders for their consideration:

              RESOLVED, that the first paragraph of ARTICLE FOURTH of the
         Company's Amended and Restated Certificate of Incorporation be
         and hereby is amended to read in its entirety as follows:

                   FOURTH:  The total number of shares of all classes of
              stock which the corporation shall have the authority to
              issue is 51,000,000 shares, consisting of (i) 50,000,000
              shares of common stock, $0.01 par value per share ("Common
              Stock"), and (ii) 1,000,000 shares of preferred stock, $0.01
              par value per share ("Preferred Stock").

    SECOND:  The amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware by the
affirmative vote of the holders of a majority of the outstanding shares of stock
entitled to vote at a meeting of stockholders.

    IN WITNESS WHEREOF, ALTERNATIVE RESOURCES CORPORATION has caused this
certificate to be signed by its Vice President, Chief Financial Officer,
Secretary and Treasurer this 9th day of May, 1996.


                                       ALTERNATIVE RESOURCES CORPORATION


                                       By:  /s/ Bradley K. Lamers
                                          -------------------------------------
                                       Name:    Bradley K. Lamers
                                       Title:   Vice President, Chief Financial
                                                Officer, Secretary and
                                                Treasurer


                                    Page 19 of 28

