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AMENDED AND RESTATED BYLAWS
 OF
 INTERWOVEN, INC.
 (a Delaware corporation)
 As
amended through November 2005




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AMENDED AND RESTATED BYLAWS
OF
INTERWOVEN, INC.
 (a Delaware corporation)
 TABLE OF CONTENTS
 PAGEARTICLE I  STOCKHOLDERS
    
    
    1Section 1.1:
    
    Annual Meetings
    
    
    1Section 1.2:
    
    Special Meetings
    
    
    1Section 1.3:
    
    Notice of Meetings
    
    
    1Section 1.4:
    
    Adjournments
    
    
    2Section 1.5:
    
    Quorum
    
    
    2Section 1.6:
    
    Organization
    
    
    2Section 1.7:
    
    Voting; Proxies
    
    
    2Section 1.8:
    
    Fixing Date for Determination of Stockholders
of Record
    
    
    3Section 1.9:
    
    List of Stockholders Entitled to Vote
    
    
    4Section 1.10:
    
    Action by Written Consent of Stockholders
    
    
    4Section 1.11:
    
    Inspectors of Elections
    
    
    5Section 1.12:
    
    Notice of Stockholder Business; Nominations
    
    
    6ARTICLE II  BOARD OF DIRECTORS
    
    
    8Section 2.1:
    
    Number; Qualifications
    
    
    8Section 2.2:
    
    Election; Resignation; Removal; Vacancies
    
    
    8




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PAGESection 2.3:
    
    Regular Meetings
    
    
    9Section 2.4:
    
    Special Meetings
    
    
    9Section 2.5:
    
    Telephonic Meetings Permitted
    
    
    9Section 2.6:
    
    Quorum; Vote Required for Action
    
    
    10Section 2.7:
    
    Organization
    
    
    10Section 2.8:
    
    Written Action by Directors
    
    
    10Section 2.9:
    
    Powers
    
    
    10Section 2.10:
    
    Compensation of Directors
    
    
    10ARTICLE III  COMMITTEES
    
    
    10Section 3.1:
    
    Committees
    
    
    10Section 3.2:
    
    Committee Rules
    
    
    11ARTICLE IV  OFFICERS
    
    
    11Section 4.1:
    
    Generally
    
    
    11Section 4.2:
    
    Chief Executive Officer
    
    
    12Section 4.3:
    
    Chairman of the Board
    
    
    12Section 4.4:
    
    President
    
    
    12Section 4.5:
    
    Vice President
    
    
    13Section 4.6:
    
    Chief Financial Officer
    
    
    13Section 4.7:
    
    Treasurer
    
    
    13Section 4.8:
    
    Secretary
    
    
    13Section 4.9:
    
    Delegation of Authority
    
    
    13




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PAGESection 4.10:
    
    Removal
    
    
    13ARTICLE V  STOCK
    
    
    13Section 5.l:
    
    Certificates
    
    
    13Section 5.2:
    
    Lost, Stolen or Destroyed Stock Certificates;
Issuance of New Certificate
    
    
    14Section 5.3:
    
    Other Regulations
    
    
    14ARTICLE VI  INDEMNIFICATION
    
    
    14Section 6.1:
    
    Indemnification of Officers and Directors
    
    
    14Section 6.2:
    
    Advance of Expenses
    
    
    14Section 6.3:
    
    Non-Exclusivity of Rights
    
    
    15Section 6.4:
    
    Indemnification Contracts
    
    
    15Section 6.5:
    
    Effect of Amendment
    
    
    15ARTICLE VII  NOTICES
    
    
    15Section 7.l:
    
    Notice
    
    
    15Section 7.2:
    
    Waiver of Notice
    
    
    16ARTICLE VIII  INTERESTED DIRECTORS
    
    
    16Section 8.1:
    
    Interested Directors; Quorum
    
    
    16ARTICLE IX  MISCELLANEOUS
    
    
    17Section 9.1:
    
    Fiscal Year
    
    
    17Section 9.2:
    
    Seal
    
    
    17Section 9.3:
    
    Form of Records
    
    
    17Section 9.4:
    
    Reliance Upon Books and Records
    
    
    17




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PAGESection 9.5:
    
    Certificate of Incorporation Governs
    
    
    17Section 9.6:
    
    Severability
    
    
    18ARTICLE X  AMENDMENT
    
    
    18Section 10.1:
    
    Amendments
    
    
    18




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AMENDED AND RESTATED BYLAWS
 OF
 INTERWOVEN, INC.
   ARTICLE I
 STOCKHOLDERS
 Section 1.1 Annual Meetings
 Section 1.2 Special Meetings Ten Percent Stockholders Initial Public Offering
 Section 1.3 Notice of Meetings




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Section 1.4 Adjournments provided however
 Section 1.5 Quorum except provided however
 Section 1.6 Organization
 Section 1.7 Voting; Proxies provided however
 -2-




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Section 1.8 Fixing Date for Determination of Stockholders of Record
 Generally provided however
 Stockholder Request for Action by Written Consent
 -3-




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Section 1.9 List of Stockholders Entitled to Vote
 Section 1.10 Action by Written Consent of Stockholders
 Procedure provided however
 Notice of Consent
 -4-




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Certificate Action
 Section 1.11 Inspectors of Elections
 Applicability
 Appointment
 Inspectors Oath
 Duties of Inspectors
 Opening and Closing of Polls
 Determinations
 -5-




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except
 Section 1.12 Notice of Stockholder Business; Nominations
 Annual Meeting of Stockholders
  provided however Exchange Act
 -6-




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Special Meetings of Stockholders
 General
  -7-




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public announcement
  ARTICLE II
 BOARD OF DIRECTORS
 Section 2.1 Number; Qualifications
 Section 2.2 Election; Resignation; Removal; Vacancies
 -8-




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provided however provided however
 Section 2.3 Regular Meetings
 Section 2.4 Special Meetings
 Section 2.5 Telephonic Meetings Permitted
 -9-




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Section 2.6 Quorum; Vote Required for Action
 Section 2.7 Organization
 Section 2.8 Written Action by Directors
 Section 2.9: Powers
 Section 2.10 Compensation of Directors
 ARTICLE III
 COMMITTEES
 Section 3.1 Committees
 -10-




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except
 Section 3.2 Committee Rules
 ARTICLE IV
 OFFICERS
 Section 4.1 Generally provided however
 -11-




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Section 4.2 Chief Executive Officer
      Section 4.3 Chairman of the Board
 Section 4.4 President
 -12-




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Section 4.5 Vice President
 Section 4.6 Chief Financial Officer
 Section 4.7: Treasurer
 Section 4.8 Secretary
 Section 4.9 Delegation of Authority
 Section 4.10 Removal
 ARTICLE V
 STOCK
 Section 5.1 Certificates
 -13-




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Section 5.2 Lost, Stolen or Destroyed Stock Certificates; Issuance of New
Certificates
 Section 5.3 Other Regulations
 ARTICLE VI
 INDEMNIFICATION
 Section 6.1 Indemnification of Officers and Directors proceeding provided however provided further Reincorporated Predecessor
 Section 6.2 Advance of Expenses provided however
 -14-




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provided further
 Section 6.3: Non-Exclusivity of Rights
 Section 6.4 Indemnification Contracts
 Section 6.5 Effect of Amendment
 ARTICLE VII
 NOTICES
 Section 7.1 Notice
 -15-




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Section 7.2 Waiver of Notice
 ARTICLE VIII
 INTERESTED DIRECTORS
 Section 8.1 Interested Directors; Quorum
 -16-




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ARTICLE IX
 MISCELLANEOUS
 Section 9.1 Fiscal Year
 Section 9.2 Seal
 Section 9.3 Form of Records provided
 Section 9.4 Reliance Upon Books and Records
 Section 9.5 Certificate of Incorporation Governs
 -17-




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Section 9.6 Severability
 ARTICLE X
 AMENDMENT
 Section 10.1 Amendments
 -18-