CERTIFICATE OF INCORPORATION OF
PMC-SIERRA, INC.
A Delaware corporation
PMC-Sierra, Inc., a corporation organized under the laws of the State
of Delaware (the "Corporation"), hereby certifies that:
1. The name of the Corporation is PMC-Sierra, Inc. The Corporation was
originally incorporated with the Secretary of State of Delaware on May 2, 1997.
2. The first paragraph of Article IV of the Certificate of Incorporation of the
Corporation shall be amended to read as follows:
"This Corporation is authorized to issue two classes of stock
to be designated, respectively, "Common Stock" and "Preferred
Stock." The Corporation is authorized to issue a total of
905,000,000 shares. 900,000,000 shares shall be Common Stock,
par value $0.001, and 5,000,000 shares shall be Preferred
Stock, par value $0.001."
3. This Certificate of Amendment of the Corporation's Amended Certificate of
Incorporation has been duly adopted by the Corporation's board of directors in
accordance with Section 242 of the General Corporation Law of the State of
Delaware.
4. This Certificate of Amendment of the Corporation's Amended Certificate of
Incorporation has been duly approved by the holders of a majority of outstanding
stock of the Corporation entitled to vote thereon in accordance with Section 242
of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to Certificate of Incorporation to be signed by John Sullivan, Vice
President of Finance and Chief Financial Officer, on this 10th day of July,
2000.
PMC-SIERRA, INC.
By: /S/ John Sullivan
___________________________________
John Sullivan, Vice President of
Finance and Chief Financial Officer
