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EXHIBIT 3.3
CERTIFICATE OF AMENDMENT
OF RESTATED CERTIFICATE OF INCORPORATION
OF
PORTAL SOFTWARE, INC.
John E. Little and Mitchell L. Gaynor certify that:
1. They are the president and secretary, respectively, of Portal Software,
Inc., a Delaware corporation.
2. The first paragraph of Article IV of the Restated Certificate of
Incorporation is hereby amended to read as follows:
"The Corporation is authorized to issue two classes of stock to be designated,
respectively, "Common Stock" and "Preferred Stock." The total number of shares
that the Corporation is authorized to issue is One Billion Five Million
(1,005,000,000). One Billion (1,000,000,000) shares shall be Common Stock, par
value $0.001 per share, and Five Million (5,000,000) shares shall be Preferred
Stock, par value $0.001 per share".
3. The above statement of amendment has been duly approved by the board of
directors and the stockholders of Portal Software, Inc. pursuant to Section 242
of the Delaware Corporation Law and Article Fourteenth of the Restated
Certificate of Incorporation in effect immediately preceding this Certificate of
Amendment.
The undersigned, being the president and secretary named above, do make this
certificate and declare and certify under penalty of perjury that this is their
act and deed, and that the facts stated herein are true, and accordingly have
set their hands hereto this 6th day of November, 2000.
/s/ JOHN E. LITTLE
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John E. Little, President
/s/ MITCHELL L. GAYNOR
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Mitchell L. Gaynor, Secretary
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