**Exhibit 3(i)**

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 

OF 

eGAIN COMMUNICATIONS CORPORATION 

eGAINCOMMUNICATIONS CORPORATION, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY: 

FIRST: The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on September 10, 1997 underthe name of Parsec Communications Corporation. 

SECOND: An Amended and Restated Certificate of Incorporation was filed with the Secretaryof State of Delaware on each of December 24, 1998, February 8, 1999, May 8, 1999, September 28, 1999, September 23, 1999 and February 13, 2001, which was subsequently amended by that Certificate of Amendment datedAugust 19, 2003. 

THIRD: The Amended and Restated Certificate of Incorporation of the Corporation in the form attached hereto asExhibit A has been duly adopted in accordance with the provisions of sections 245 and 242 of the General Corporation Law of the State of Delaware by the directors and stockholders of the Corporation. 

FOURTH: The Amended and Restated Certificate of Incorporation so adopted reads in full as set forth inExhibit A attached hereto and is hereby incorporated herein by this reference. 

IN WITNESS WHEREOF, the Corporation has causedthis Certificate to be signed by the Chief Executive Officer and the Secretary this 23rd day of December, 2004. 

 
eGAIN COMMUNICATIONS CORPORATIONBy  /s/ Ashutosh Roy Ashutosh Roy Chief Executive Officer
 
ATTEST:By  /s/ Stanley F. Pierson Stanley F. Pierson Secretary

Exhibit A 

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 

OF 

eGAIN COMMUNICATIONS CORPORATION 

**ARTICLEI**

The name of this corporation is eGAIN COMMUNICATIONS CORPORATION (the “Corporation”). 

**ARTICLE II**

The registered agent and the address ofthe registered office in the State of Delaware are: 

Corporation Service Company 

2711 Centerville Road, Suite 400 

City ofWilmington, Delaware 19808 

County of New Castle 

**ARTICLE III**

The purpose of the Corporation is to engage in any lawful act or activity for which acorporation may be organized under the Delaware General Corporation Law. 

**ARTICLE IV**

**A.**The Corporation is authorized to issue two classes of stock to be designated respectively Preferred Stock (“Preferred Stock”) andCommon Stock (“Common Stock”). The total number of shares of capital stock this Corporation is authorized to issue fifty-five million (55,000,000). The total number of shares of Preferred Stock this Corporation shall have authority toissue is five million (5,000,000). The total number of shares of Common Stock this Corporation shall have authority to issue is fifty million (50,000,000). The Preferred Stock shall have a par value of $.001 per share and the Common Stock shall havea par value of $.001 per share.****

**B.**The shares of Preferred Stock may be issued from time to time in one or more series. TheBoard of Directors of the Corporation (the “Board of Directors”) is expressly authorized to provide for the issue of all or any of the remaining shares of the Preferred Stock in one or more series, and to fix the number of shares and todetermine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designations, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictionsthereof, as shall be stated and expressed in the resolution or****

****resolutions adopted by the Board of Directors providing for the issue of such shares (a “Preferred Stock Designation”) and as may bepermitted by the General Corporation Law of the State of Delaware. The Board of Directors is also expressly authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any seriessubsequent to the issue of shares of that series. In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originallyfixing the number of shares of such series.****

**C.** At the time this Amended and Restated Certificate of Incorporation becomeseffective, (i) each share of 6.75% Series A Cumulative Convertible Preferred Stock issued and outstanding at such time shall be, and hereby is, changed and reclassified into thirteen thousand ninety-seven (13,097) fully paid andnon-assessable shares of Common Stock. Each outstanding stock certificate of the Corporation which, immediately prior to the time this Amended and Restated Certificate of Incorporation becomes effective, represented one or more shares of 6.75%Series A Cumulative Convertible Preferred Stock shall thereafter represent thirteen thousand ninety-seven (13,097) shares of Common Stock for each such share indicated therein. Any fractional share resulting from the reclassification will berounded up to the nearest whole share (or paid in cash, per Certificate of Designation). 

**D.** At the time this Amended and RestatedCertificate of Incorporation becomes effective, the prior designations of 6.75% Series A Cumulative Convertible Preferred Stock, 6.75% Series B Cumulative Convertible Preferred Stock and Series C Cumulative Redeemable Preferred Stock shall beeliminated and there shall be no series of Preferred Stock designated by the Board of Directors. 

**ARTICLE V**

**A.** No action shall be taken by the stockholders of the Corporation except at an annual or special meeting of the stockholders called in accordancewith the Bylaws and following the closing of the initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the offer and sale of Common Stock tothe public (the “Initial Public Offering”) no action shall be taken by the stockholders by written consent. 

**B.** Specialmeetings of the stockholders of the Corporation may only be called in the manner provided in the Bylaws of the Corporation. 

**C.**Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.

**ARTICLE VI**

To thefullest extent permitted by the Delaware General Corporation Law, as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for anybreach of fiduciary duty as director, except (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or aknowing violation of the law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law isamended after approval by the stockholders of this Article to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director shall be eliminated or limited to the fullest extentpermitted by the Delaware General Corporation Law, as so amended. 

**(a).**Right to Indemnification. Each person who was or ismade a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she isor was a director, officer of the Corporation or is or was serving at the request of the Corporation as a director, 

officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to anemployee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer,employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only tothe extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes orpenalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shallinure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in paragraph (c) hereof with respect to proceedings to enforce rights to indemnification, the Corporation shallindemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the board of directors of the Corporation. 

**(b).**Right to Advancement of Expenses. The right to indemnification conferred in paragraph (a) of this Section shall include the rightto be paid by the Corporation the expenses incurred in defending any proceeding for which such right to indemnification is applicable in advance of its final disposition (hereinafter an “advancement of expenses”); provided,however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by suchindemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amountsso advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses underthis Section or otherwise. 

**(c).**Right of Indemnitee to Bring Suit. The rights to indemnification and to the advancement ofexpenses conferred in paragraphs (a) and (b) of this Section shall be contract rights. If a claim under paragraph (a) or (b) of this Section is not paid in full by the Corporation within sixty (60) days after a written claimhas been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation torecover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to bepaid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement ofexpenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudicationthat, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its board of directors, independent legal counsel, or its stockholders)to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General CorporationLaw, nor an actual determination by the Corporation (including its board of directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that theindemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement ofexpenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under thisSection or otherwise shall be on the Corporation. 

**(d).**Non-Exclusivity of Rights. The rights to indemnification and to theadvancement of expenses conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, this Amended and Restated Certificate of Incorporation, bylaw, agreement, vote ofstockholders or disinterested directors or otherwise. 

**(e).**Insurance. The Corporation may maintain insurance, at its expense, to protect itselfand any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnifysuch person against such expense, liability or loss under the Delaware General Corporation Law. 

**(f).**Indemnification ofEmployees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and to the advancement of expenses to any employee or agent of the Corporationto the fullest extent of the provisions of this Section with respect to the indemnification and advancement of expenses of directors and officers of the Corporation. 

**(g).**Amendment. Neither any amendment nor repeal of this Article VI, nor the adoption of any provision of the Corporation’s Certificate of Incorporation inconsistent with this Article VI, shalleliminate or reduce the effect of this Article VI in respect of any matter occurring, or action or proceeding accruing or arising or that, but for this Article VI, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistentprovision. 

**ARTICLE VII**

**A.** Subject to the provisions of Article VI, Section (g), the Corporation reserves the right to adopt, repeal, rescind or amend in any respect any provisions contained in this Amended and Restated Certificate of Incorporation in themanner now or hereafter prescribed by applicable law, and all rights conferred on stockholders herein are granted subject to this reservation. 

**B.** Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or not vote, but in addition to any affirmative vote of the holders of any particularclass or series of the Voting Stock required by law, this Certificate of Incorporation or any Preferred Stock Designation, the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of VotingStock, voting together as a single class, shall be required to alter, amend or repeal Articles V, VI or VII.