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PageARTICLE I
    
    OFFICES
    
    1Section 1.1
    
    Registered Office
    
    1Section 1.2
    
    Other Offices
    
    1ARTICLE II
    
    STOCKHOLDERS MEETINGS
    
    1Section 2.1
    
    Place of Meetings
    
    1Section 2.2
    
    Annual Meetings
    
    1Section 2.3
    
    Special Meetings
    
    1Section 2.4
    
    Notice of Meetings
    
    2Section 2.5
    
    Quorum and Voting
    
    2Section 2.6
    
    Voting Rights
    
    3Section 2.7
    
    Voting Procedures and Inspectors of Elections
    
    4Section 2.8
    
    List of Stockholders
    
    5Section 2.9
    
    Stockholder Proposals at Annual Meetings
    
    5Section 2.10
    
    Nominations of Persons for Election to the Board of Directors
    
    6ARTICLE III
    
    DIRECTORS
    
    7Section 3.1
    
    Number and Term of Office
    
    7Section 3.2
    
    Powers
    
    8Section 3.3
    
    Vacancies
    
    8Section 3.4
    
    Resignations and Removals
    
    8Section 3.5
    
    Meetings
    
    9Section 3.6
    
    Quorum and Voting
    
    9Section 3.7
    
    Action Without Meeting
    
    10Section 3.8
    
    Fees and Compensation
    
    10Section 3.9
    
    Committees
    
    10ARTICLE IV
    
    OFFICERS
    
    11Section 4.1
    
    Officers Designated
    
    11Section 4.2
    
    Tenure and Duties of Officers
    
    11




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PageARTICLE V
    
    EXECUTION OF CORPORATE INSTRUMENTS,
AND VOTING OF SECURITIES OWNED BY THE CORPORATION
    
    13Section 5.1
    
    Execution of Corporate Instruments
    
    13Section 5.2
    
    Voting of Securities Owned by Corporation
    
    13ARTICLE VI
    
    SHARES OF STOCK
    
    13Section 6.1
    
    Form and Execution of Certificates
    
    13Section 6.2
    
    Lost Certificates
    
    14Section 6.3
    
    Transfers
    
    14Section 6.4
    
    Fixing Record Dates
    
    14Section 6.5
    
    Registered Stockholders
    
    15ARTICLE VII
    
    OTHER SECURITIES OF THE CORPORATION
    
    15ARTICLE VIII
    
    CORPORATE SEAL
    
    16ARTICLE IX
    
    INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS
    
    16Section 9.1
    
    Right to Indemnification
    
    16Section 9.2
    
    Authority to Advance Expenses
    
    17Section 9.3
    
    Right of Claimant to Bring Suit
    
    17Section 9.4
    
    Provisions Nonexclusive
    
    18Section 9.5
    
    Authority to Insure
    
    18Section 9.6
    
    Survival of Rights
    
    18Section 9.7
    
    Settlement of Claims
    
    18Section 9.8
    
    Effect of Amendment
    
    18Section 9.9
    
    Subrogation
    
    18Section 9.10
    
    No Duplication of Payments
    
    19ARTICLE X
    
    NOTICES
    
    19ARTICLE XI
    
    AMENDMENTS
    
    20




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/s/ Earl E. FryEarl E. FrySecretary




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CERTIFICATE OF AMENDMENT OF BYLAWS
 OF
 INFORMATICA CORPORATION
  NUMBER AND TERM OF OFFICE
  th
 /s/ Earl E. FryEarl E. FrySecretary




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CERTIFICATE OF AMENDMENT OF BYLAWS
OF
INFORMATICA CORPORATION
  RESOLVED FURTHER
 Form and Execution of Certificates.
 RESOLVED FURTHER
 Transfers.




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By:
    /s/ EARL E. FRYEarl E. FrySecretary