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EXHIBIT 3.03
CERTIFICATE OF AMENDMENT
OF
THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
INTERWOVEN, INC.
Interwoven, Inc., a Delaware corporation, does hereby certify that the
following amendment to the corporation's Third Amended and Restated Certificate
of Incorporation has been duly adopted in accordance with the provisions of
Section 242 of the Delaware General Corporation Law, with the approval of such
amendment by the corporation's stockholders:
The first paragraph of Article IV of the Third Amended and Restated
Certificate of Incorporation, relating to authorized shares, is amended to read
in its entirety as follows:
"The total number of shares of all classes of stock which the corporation
has authority to issue is 505,000,000 shares, consisting of two classes:
500,000,000 shares of Common Stock, $0.001 par value per share, and
5,000,000 shares of Preferred Stock, $0.001 par value per share."
IN WITNESS WHEREOF, said corporation has caused this Certificate of
Amendment to be signed by its duly authorized officer this 12th day of December,
2000 and the foregoing facts stated herein are true and correct.
Interwoven, Inc.
By: /s/ Martin W. Brauns
-----------------------
Martin W. Brauns, President
