CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF HFS INCORPORATED ---------------------------------------------------------------------------- Pursuant to Section 242 of the General Corporation Law of the State of Delaware ---------------------------------------------------------------------------- HFS Incorporated, a Delaware corporation (hereinafter called the "Corporation"), does hereby certify as follows: FIRST: Paragraph A of Article FOURTH of the Corporation's Restated Certificate of Incorporation is hereby amended to read in its entirety as set forth below: "FOURTH: A. The authorized capital stock of the Corporation shall consist of Six Hundred Ten Million (610,000,000) shares, consisting of Six Hundred Million (600,000,000) shares of Common Stock, each having a par value of $.01 (the "Common Stock"), and Ten Million (10,000,000) shares of Preferred Stock, each having a par value of $1.00 (the "Preferred Stock")." SECOND: The foregoing amendments were duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, HFS Incorporated has caused this Certificate to be duly executed in its corporate name this 30th day of April, 1997. HFS INCORPORATED By: /s/ James E. Buckman Name James E. Buckman Title: Senior Executive Vice President and General Counsel CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF HFS INCORPORATED ---------------------------------------------------------------------------- Pursuant to Section 242 of the General Corporation Law of the State of Delaware ---------------------------------------------------------------------------- HFS Incorporated, a Delaware corporation (hereinafter called the "Corporation"), does hereby certify as follows: FIRST: Paragraph A of Article FIFTH of the Corporation's Restated Certificate of Incorporation is hereby amended to read in its entirety as set forth below: "FIFTH: A. Except as may be otherwise provided pursuant to Article FOURTH with respect to any rights of holders of Preferred Stock to elect directors, the number of directors of the Corporation shall be not less than one (1) nor more than twenty (20), with the then authorized number of directors being fixed from time to time by or pursuant to a resolution passed by the Board of Directors of the Corporation." SECOND: The foregoing amendments were duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, HFS Incorporated has caused this Certificate to be duly executed in its corporate name this 30th day of April, 1997. HFS INCORPORATED By: /s/ James E. Buckman Name James E. Buckman Title: Senior Executive Vice President and General Counsel