Restated Certificate of Incorporation

FIRST: That the present name of the Corporation is DiamondCluster International, Inc., f/k/a Diamond Technology Partners Incorporated, and its original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 1, 1996 (the “Original Certificate of Incorporation”).

SECOND: That, by written consent in lieu of a meeting of the Board of Directors of said Corporation pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”), resolutions were duly adopted in accordance with Section 245 of the Delaware General Corporation Law, setting forth a proposed restated certificate of incorporation of said Corporation (the “Restated Certificate of Incorporation”).

THIRD: That the text of the Restated Certificate of Incorporation restates and integrates, but does not further amend, the provisions of the Corporation’s Certificate of Incorporation as heretofore amended or supplemented, and then is no discrepancy between those provisions and the provisions of this Restated Certificate of Incorporation to read in its entirety as follows:

The purpose of the Corporation is to engage in any and all lawful acts or activities for which corporations may be organized under the General Corporation Law of the State of Delaware (the “Delaware General Corporation”). The Corporation shall have all power necessary or convenient to the conduct, promotion or attainment of such acts and activities.

Common Stock, par value $0.001 per share (the “Class A Common Stock”), (ii) One Hundred Million (100,000,000) shall be Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”) (the Class A Common Stock and the Class B Common Stock are collectively referred to herein as the “Common Stock”), and Two Million (2,000,000) shall be Preferred Stock, par value $1.00 per share (the “Preferred Stock”).

4.2.2 Voting Rights. Holders of Class A Common Stock are entitled to one (1) vote for each share of such stock held, and holders of Class B Common Stock are entitled to five (5) votes for each share of such stock held, with respect to all matters properly submitted for the vote of holders of Common Stock. Except as otherwise provided by law, the holders of Common Stock will vote together as a single class on all matters properly submitted for their vote, including, without limitation, any amendment to this Restated Certificate of Incorporation which would increase or decrease the number of authorized shares of Class A Common Stock or Class B Common Stock.

(a) Except as otherwise provided herein, each share of Common Stock issued and outstanding shall be identical in all respects, and no dividend shall be paid on any share of Common Stock unless the same dividend is paid on all shares of Common Stock outstanding at the time of such payment. Except for and subject to those special voting rights expressly granted herein to the holders of the Class B Common Stock and subject to the powers, rights, privileges, preferences and priorities of the Preferred Stock, the holders of Common Stock shall have exclusively all other rights of stockholders, including, without limitation, (i) the right to receive dividends, when, as and if declared by the Board of Directors out of funds legally available therefor, and (ii) in the event of any distribution of assets upon liquidation, dissolution or winding up of the Corporation or otherwise, the right to receive ratably all of the assets and funds of the Corporation remaining after the payment to the creditors of the Corporation.

(b) Dividends and distributions payable in shares of Class A Common Stock may not be made on or to shares of Class B Common Stock and dividends and distributions payable in shares of Class B Common Stock may not be made on or to shares of any class of the Corporation’s capital stock other than the Class B Common Stock. If a dividend or distribution payable in shares of Class A Common Stock shall be made on the shares of Class A Common Stock, a dividend or distribution payable in shares of Class B Common Stock shall be made simultaneously on the shares of Class B Common Stock, and the number of shares of Class B Common Stock payable on each share of Class B Common Stock pursuant to such dividend or distribution shall be equal to the number of shares of Class A Common Stock payable on each share of Class A Common Stock pursuant to such dividend or distribution. If a dividend or distribution payable in shares of Class B Common Stock shall be made on the shares of Class B Common Stock, a dividend or distribution payable in shares of Class A Common Stock shall be made simultaneously on the shares of Class A Common Stock, and the number of shares of Class A Common Stock pursuant to such dividend or distribution shall be equal to the number of shares of Crass B Common Stock payable on each share of Class B Common Stock pursuant to such dividend or distribution.

(a) In the event that (i) a share of Class B Common Stock is neither owned beneficially nor owned of record by a Permitted Holder (as defined below) or (ii) if a beneficial or record owner of a share of Class B Common Stock ceases to be a Permitted Holder, each such Share of Class B Common Stock shall at that time be automatically and immediately converted to one (1) fully paid and non-assessable share of Class A Common Stock.

(b) Upon a conversion of a share or shares of Class B Common Stock into a share or shares of Class A Common Stock as provided in paragraph (a) above, the certificate representing such former share or shares of Class B Common Stock shall immediately and thereafter represent the right to receive a certificate representing the share or shares of Class A Common Stock into which such share or shares of Class B Common Stock have been converted. Such certificate shall be surrendered at the office of the Corporation or of any transfer agent for the Common Stock, and a new certificate representing the number of share or shares of Class A Common Stock into which the former share or shares of Class B Common Stock have been converted shall be issued to the holder of such share or shares. The Corporation or the transfer agent may require such proof of transfer or conversion as may be satisfactory to them in connection with the issuance of such new certificate.

(ii) a corporation, company, limited liability company, partnership or limited partnership controlled by an employee or a group of employees of the Corporation or any of its majority-owned subsidiaries (“control” means the possession, direct or indirect, of the power to direct or to cause the direction of the management and policies of the entity through the ownership of voting securities, by contract, or otherwise); or

(iv) the Corporation; provided, however, that a person or entity described in (i), (ii), or (iii) above may not be a Permitted Holder unless such person or entity shall have become bound by and become a party to that certain Second Amended and Restated Voting and Stock Restriction Agreement dated August 4, 1997, or any amendment or restatement thereof in effect from time to time; provided further, that a person or entity described in (i), (ii), or (iii) above shall cease to be a Permitted Holder on the date that the employee, or, in the case of a group, a majority of the group, referred to therein ceases to be an employee of the Corporation or any of its majority-owned subsidiaries; provided further, that the Corporation shall not be entitled to vote any shares of Class B Common Stock held by it.

(f) The Corporation hereby reserves and shall at all times reserve and keep available, out of its authorized and unissued Class A Common Stock, for the purpose of effecting the conversions provided for herein, a sufficient number of shares of Class A Common Stock to effect the conversion of all outstanding shares of Class B Common Stock. All of the Class A Common Stock so issuable shall, when issued, be duly and validly issued, fully paid and non-assessable, and free from liens and charges with respect to the issue. The Corporation will take such action as may be necessary to ensure that all such Class A Common Stock may be so issued without violation of any applicable law or regulation, or of any requirements of any stock exchange or market on which any shares of the Class A Common Stock are listed or quoted.

(g) In any merger, consolidation or business combination, the consideration to be received per share by the holders of Class A Common Stock and Class B Common Stock shall be identical for each class of stock, except that in any such transaction in which shares of Common Stock are to be distributed, such shares may differ as to voting rights to the extent that voting rights differ among Class A Common Stock and Class B Common Stock as provided herein.

The Board of Directors is authorized, subject to limitations prescribed by the Delaware General Corporation Law and the provisions of this Restated Certificate of Incorporation, to provide, by resolution or resolutions from time to time and by filing a certificate(s) pursuant to the Delaware General Corporation Law, for the issuance of the shares of Preferred Stock in one or more classes or series, to establish from time to time the number of shares to be included in each such class or series, to fix the voting powers, designations, preferences and relative, participating, optional, or other special rights of the shares of each such class or series and to fix the qualifications, limitations, or restrictions thereof. Each share of each such class or series of Preferred Stock shall have the same relative rights as and be identical in all respects to all other shares of the same class or series.

The number of directors of the Corporation shall be not less than five nor more than fifteen, the exact number of directors to be fixed from time to time by or in the manner provided in the By-laws of the Corporation. The Board of Directors of the Corporation shall be divided into three classes, each class consisting of approximately one-third of the total number of directors. The term of office of each class shall be three years and shall expire in successive years at the time of the annual meeting of stockholders. The initial classes of directors are as follows:

At each annual meeting of stockholders, the successors to the class of directors whose term shall then expire shall be elected to hold office for a term expiring at the third succeeding annual meeting and until their successors shall be elected and qualified. Unless and except to the extent that the By-laws of the Corporation shall otherwise require, the election of directors of the Corporation need not be by written ballot.

Any vacancy occurring in the Board of Directors, including any vacancy created by an increase in the number of directors, shall be filled for the unexpired term by the vote of a majority of the directors then in office, whether or not a quorum, or by a sole remaining director, and any director so chosen shall hold office for the remainder of the full term of the class in which the new directorship was created or the vacancy occurred and until such director’s successor shall have been elected and qualified. No director may be removed except for cause and then only by an affirmative vote of the holders of at least a majority of the outstanding shares of stock of the Corporation entitled to vote thereon at a duly constituted meeting of stockho1ders called for such purpose. At least thirty days prior to such meeting of stockholders, written notice shall be sent to the director or directors whose removal shall be considered at such meeting.

No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability of a director, (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the Delaware General Corporation Law, or (d) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article 5.3 shall be prospective only and shall not adversely affect any right or protection of, or any limitation on the liability of, a director of the Corporation existing at, or arising out of facts or incidents occurring prior to, the effective date of such repeal or modification.

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 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 of 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

The Board of Directors or the stockholders may from time to time adopt, amend or repeal the By-laws of the Corporation. Such action by the Board of Directors shall require the affirmative vote of a majority of the directors then in office at a duly constituted meeting of the Board of Directors called for such purpose. Such action by the stockholders shall require the affirmative vote of the holders of at least a majority of the outstanding shares of stock of the Corporation entitled to vote thereon at a duly constituted meeting of stockholders called for such purpose.

The Corporation reserves the right at any time, and from time to time, to amend, alter, change, or repeal any provision contained in this Restated Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences, and privileges of any nature conferred upon stockholders, directors, or any other persons by and pursuant to this Restated Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article 8.

Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders, unless such consent is signed by the holders of at least a majority of the outstanding shares of stock of the Corporation entitled to vote on such action at a duly constituted meeting of stockholders called for such purpose.

Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Chairman of the Board, or the Secretary at the request of the Board of Directors, and shall be called by the Chairman of the Board or the Secretary at the request in writing of stockholders possessing at least 30% of the voting power of the issued and outstanding voting stock of the Corporation entitled to vote generally for the election of directors. Such request shall include a statement of the purpose or purposes of the proposed meeting.

Except as set forth in this Article 11 or as otherwise specifically required by law, no amendment of any provision of this Restated Certificate of Incorporation shall be made unless such amendment has been first proposed by the Board of Directors of the Corporation upon the affirmative vote of at least a majority of the directors then in office at a duly constituted meeting of the Board of Directors called for such purpose and thereafter approved by stockholders of the Corporation by the affirmative vote of the holders of at least a majority of the outstanding shares of stock of the Corporation entitled to vote thereon.

DIAMONDCLUSTER INTERNATIONAL, INC.

By:		/S/ NANCY K. BELLIS
		Nancy K. Bellis Its: Vice President, General Counsel, Secretary