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                                                                     Exhibit 4.1


                                 AMENDMENT NO. 2
         TO FIRST AMENDED AND RESTATED PREFERRED SHARES RIGHTS AGREEMENT


        This Amendment No. 2 (this "AMENDMENT") to the First Amended and
Restated Preferred Shares Rights Agreement (the "RIGHTS AGREEMENT") dated as of
December 16, 1997 and amended as of December 26, 2002 between PeopleSoft, Inc.,
a Delaware corporation (the "COMPANY"), and EquiServe Trust Company, N.A. a
national banking association (the "RIGHTS AGENT"), is entered into this 12th day
of December, 2004, with reference to the following:

        A. The Company and the Rights Agent are currently parties to the Rights
Agreement.

        B. Section 27 of the Rights Agreement provides that, prior to the
occurrence of a Distribution Date (as defined in the Rights Agreement), the
Company may supplement or amend the Rights Agreement in any respect without the
approval of the holders of Rights (as defined in the Rights Agreement) and the
Rights Agent shall, if the Company so directs, execute such supplement or
amendment.

        C. The Board of Directors of the Company has taken action to postpone
the Distribution Date (as defined in the Rights Agreement) to that time
immediately preceding consummation of any transaction or series of related
transactions in which a Person (as defined in the Rights Agreement) becomes, or
will likely become (as determined by the Company's Board of Directors), an
Acquiring Person (as defined in the Rights Agreement).

        D. The Company, Oracle Corporation, a Delaware corporation ("Oracle"),
and Pepper Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of Oracle ("MERGER SUBSIDIARY"), have entered into an Agreement and
Plan of Merger (the "MERGER AGREEMENT") pursuant to which Oracle will cause
Merger Subsidiary to amend its outstanding offer to purchase any and all the
outstanding shares of common stock, par value $0.01 per share, of the Company,
including the rights issued pursuant to the Rights Agreement to reflect the
terms and conditions of the Merger Agreement, including the purchase price of
$26.50 per share (the "OFFER"), which Offer will be followed by a merger of
Merger Subsidiary (or any of Oracle's or Merger Subsidiary's direct or indirect
wholly owned Delaware subsidiaries) with and into the Company (the "Merger").

        E. On December 12, 2004, the Board of Directors of the Company resolved
to amend the Rights Agreement to render it inapplicable to the Offer, the Merger
and Merger Agreement and the transactions specifically contemplated thereby.

        F. The Company intends to modify the terms of the Rights Agreement in
certain respects as set forth herein, and in connection therewith, is entering
into this Amendment and directing the Rights Agent to enter into this Amendment.

        NOW, THEREFORE, in consideration of the foregoing premises, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


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        1. Capitalized Terms. All capitalized, undefined terms used in this
Amendment shall have the meanings assigned thereto in the Rights Agreement.

        2. Amendments.

           (a)  Section 1(a) of the Rights Agreement is hereby amended by adding
the following new paragraph to the end of Section 1(a):

        "Notwithstanding anything in this Agreement that might otherwise be
deemed to the contrary, and provided that Merger Agreement has not been
terminated pursuant to its terms, neither Oracle, nor Merger Subsidiary, nor any
of either such parties' Affiliates or Associates shall be deemed to be an
Acquiring Person solely by reason of: (i) the approval, execution or delivery of
the Merger Agreement, including any amendment or supplement thereto; (ii) the
announcement or consummation of the Offer or the Merger; or (iii) the
consummation of any of the transactions specifically contemplated by the Merger
Agreement, each upon the terms and subject to the conditions of the Merger
Agreement."

           (b)  Section 1(l) of the Rights Agreement is hereby amended by adding
the following new paragraph to the end of Section 1(l):

        "Notwithstanding anything in this Agreement that might otherwise be
deemed to the contrary, and provided that the Merger Agreement has not been
terminated pursuant to its terms, no Distribution Date shall be deemed to have
occurred solely by reason of: (i) the approval, execution or delivery of the
Merger Agreement, including any amendment or supplement thereto; (ii) the
announcement or consummation of the Offer or the Merger; or (iii) the
consummation of the transactions specifically contemplated by the Merger
Agreement, each upon the terms and subject to the conditions of the Merger
Agreement."

           (c)  Section 1(hh) of the Rights Agreement is hereby amended by
adding the following new paragraph to the end of Section 1(hh):

        "Notwithstanding anything in this Agreement that might otherwise be
deemed to the contrary, and provided that the Merger Agreement has not been
terminated pursuant to its terms, no Shares Acquisition Date shall be deemed to
have occurred by reason of: (i) the approval, execution or delivery of the
Merger Agreement, including any amendment or supplement thereto; (ii) the
announcement or consummation of the Offer or the Merger; or (iii) the
consummation of the transactions specifically contemplated thereby, each upon
the terms and subject to the conditions of the Merger Agreement."

           (d)  Section 1(ff) of the Rights Agreement is hereby amended by
adding the following new paragraph to the end of Section 1(ff):

        "Notwithstanding anything in this Agreement that might otherwise be
deemed to the contrary, and provided that the Merger Agreement has not been
terminated pursuant to its terms, no Section 13 Event shall be deemed to have
occurred by reason of: (i) the approval, execution or delivery of the Merger
Agreement, including any amendment or supplement thereto; (ii) the announcement
or consummation of the Offer or the Merger; or (iii) the consummation of the


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transactions specifically contemplated thereby, each upon the terms and subject
to the conditions of the Merger Agreement."

           (e)  Section 1(q) of the Rights Agreement is hereby deleted in its
entirety and replaced with the following new paragraph:

        "'Expiration Date' shall mean the earliest to occur of: (i) the Close of
Business on the Final Expiration Date, (ii) the Redemption Date, (iii) the time
at which the Board of Directors orders the exchange of the Rights as provided in
Section 24 hereof, or (iv) immediately prior to the acceptance of any Common
Shares for payment pursuant to the Offer."

           (f)  Section 1 of the Rights Agreement is hereby amended by adding
the following new subsection to the end of Section 1:

        (pp) "MERGER AGREEMENT" shall mean the Agreement and Plan of Merger by
and among the Company, Oracle Corporation ("ORACLE"), and Pepper Acquisition
Corp. ("MERGER SUBSIDIARY"), including exhibits and ancillary agreements
attached thereto or contemplated thereby, pursuant to which Oracle will cause
Merger Subsidiary to amend its outstanding offer to purchase any and all the
outstanding shares of common stock, par value $0.01 per share, of the Company,
including the rights issued pursuant to this Agreement, to reflect the terms and
conditions of the Merger Agreement, including the purchase price of $26.50 per
share (the "OFFER"), which Offer will be followed by a merger of Merger
Subsidiary (or any of Oracle's or Merger Subsidiary's direct or indirect wholly
owned Delaware subsidiaries) with and into the Company (the "MERGER").

        3. Effective Date. This Amendment shall become effective as of the date
first above written.

        4. Effect of Amendment. Except as expressly amended hereby, the Rights
Agreement shall be and remain in full force and effect in accordance with its
terms.

        5. Governing Law. This Amendment shall be governed by, construed and
enforced in accordance with the laws of the State of Delaware without reference
to the conflicts or choice of law provisions thereof.

        6. Counterparts. This Amendment may be executed in separate
counterparts, each of which when executed and delivered is an original, but all
of which, when taken together, constitute one and the same instrument.

        7. Fax Transmission. A facsimile, telecopy or other reproduction of this
Amendment may be executed by one or more parties hereto, and an executed copy of
this Amendment may be delivered by one or more parties hereto by facsimile or
similar instantaneous electronic transmission device pursuant to which the
signature of or on behalf of such party can be seen, and such execution and
delivery shall be considered valid, binding and effective for all purposes. At
the request of any party hereto, all parties agree to execute an original of the
Amendment as well as any facsimile, telecopy or other reproduction thereof.

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        IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first written above.

                                        PEOPLESOFT, INC.

                                        /s/ James P. Shaughnessy
                                        -------------------------------------
                                        By:     James P. Shaughnessy
                                        Title:  Senior Vice President,
                                                General Counsel and Secretary



                                        EQUISERVE TRUST COMPANY, N.A.

                                        /s/ Carol Mulvey-Eori
                                        --------------------------------------
                                        By:     Carol Mulvey-Eori
                                        Title:  Managing Director



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