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EXHIBIT 3
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SAPIENT CORPORATION
Pursuant to Section 242 of the
General Corporation Law of
the State of Delaware
SAPIENT CORPORATION (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify as follows:
At a meeting of the Board of Directors of the Corporation, a resolution
was duly adopted pursuant to Section 242 of the General Corporation Law of the
State of Delaware, setting forth an amendment to the Amended and Restated
Certificate of Incorporation of the Corporation and declaring said amendment to
be advisable. The stockholders of the Corporation duly approved said proposed
amendment in accordance with Section 242 of the General Corporation Law at a
meeting of stockholders. The resolution setting forth the amendment is as
follows:
RESOLVED: That the first paragraph of Article FOURTH of the
Amended and Restated Certificate of Incorporation of
the Corporation be and hereby is deleted in its
entirety and the following new first paragraph of
Article FOURTH shall be inserted in lieu thereof:
"FOURTH: The total number of shares of all classes of
capital stock which the Corporation shall have
authority to issue is two hundred five million
(205,000,000) shares, consisting of (i) two hundred
million (200,000,000) shares of Common Stock, $.01
par value per share
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("Common Stock"), and (ii) five million (5,000,000)
shares of Preferred Stock, $.01 par value per share
("Preferred Stock"), which may be issued from time
to time in one or more series as set forth in
Part B of this Article FOURTH."
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by the undersigned duly authorized officer on this 11th
day of July, 2000.
SAPIENT CORPORATION
/s/ Edward G. Goldfinger
---------------------------------
Name: Edward G. Goldfinger
Title: Chief Financial Officer
