RESTATED CERTIFICATE OF INCORPORATION
 
                                      OF
 
                      DELAWARE AGILE SOFTWARE CORPORATION
 
 
 (Pursuant to Sections 242 and 245 of the General Corporation Law of the State
                                 of Delaware)
 
     Delaware Agile Software Corporation, a corporation organized and existing
under the General Corporation Law of the State of Delaware on June 22, 1999,
(the "Corporation") certifies as follows:
 
     1. The Corporation's Restated Certificate of Incorporation was duly adopted
by the Board of Directors and sole stockholder by written consent in accordance
with Sections 242 and 245 of the General Corporation Law.
 
     2.   The Corporation's Certificate of Incorporation is restated to read in
full as follows:
 
     FIRST:      The name of the Corporation is Delaware Agile Software
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                 Corporation.
 
     SECOND:     The address of the registered office of the Corporation in
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                 the State of Delaware is Incorporating Services, Ltd., 15 East
                 North Street, in the City of Dover, County of Kent. The name of
                 the registered agent at that address is Incorporating
                 Services, Ltd.
 
     THIRD:      The purpose of the Corporation is to engage in any lawful act
     -----
                 or activity for which a corporation may be organized under the
                 General Corporation Law of Delaware.
 
     FOURTH:
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     A.          The Corporation is authorized to issue a total of 131,175,556
                 shares of stock in two classes designated respectively
                 "Preferred Stock" and "Common Stock". The total number of
                 shares of all series of Preferred Stock that the Corporation
                 shall have the authority to issue is 31,175,556 and the
                 total number of shares of Common Stock that the Corporation
                 shall have the authority to issue is 100,000,000. All of the
                 authorized shares shall have a par value of $0.001.
 
     B.          The shares of Preferred Stock may be divided into such number
                 of series as the Board of Directors may determine. The Board of
                 Directors is authorized to determine and alter the rights,
                 preferences, privileges and restrictions granted to and imposed
                 upon the Preferred Stock or any series thereof with respect to
                 any wholly unissued series of Preferred Stock, and to fix the
                 number of shares of any such series of Preferred Stock. The
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                 Board of Directors, within the limits and restrictions stated
                 in any resolution or resolutions of the Board of Directors
                 originally fixing the number of shares constituting any series,
                 may increase or decrease (but not below the number of shares of
                 such series then outstanding) the number of shares of any
                 series subsequent to the issue of shares of that series.
 
     FIFTH:      The following provisions are inserted for the management of the
     -----
                 business and the conduct of the affairs of the Corporation, and
                 for further definition, limitation and regulation of the powers
                 of the Corporation and of its directors and stockholders:
 
     A.          The business and affairs of the Corporation shall be managed by
                 or under the direction of the Board of Directors. In addition
                 to the powers and authority expressly conferred upon them by
                 statute or by this Certificate of Incorporation or the Bylaws
                 of the Corporation, the directors are hereby empowered to
                 exercise all such powers and do all such acts and things as may
                 be exercised or done by the Corporation.
 
     B.          The directors of the Corporation need not be elected by written
                 ballot unless the Bylaws so provide.
 
     C.          On and after the closing date of the first sale of the
                 Corporation's Common Stock pursuant to a firmly underwritten
                 registered public offering (the "IPO"), any action required or
                 permitted to be taken by the stockholders of the Corporation
                 must be effected at a duly called annual or special meeting of
                 stockholders of the Corporation and may not be effected by any
                 consent in writing by such stockholders. Prior to such sale,
                 unless otherwise provided by law, any action which may
                 otherwise be taken at any meeting of the stockholders may be
                 taken without a meeting and without prior notice, if a written
                 consent describing such actions is signed by the holders of
                 outstanding shares having not less than the minimum number of
                 votes which would be necessary to authorize or take such action
                 at a meeting at which all shares entitled to vote thereon were
                 present and voted.
 
     D.          Special meetings of stockholders of the Corporation may be
                 called only (1) by the Board of Directors pursuant to a
                 resolution adopted by a majority of the total number of
                 authorized directors (whether or not there exist any vacancies
                 in previously authorized directorships at the time any such
                 resolution is presented to the Board for adoption), (2) by the
                 President of the Corporation or (3) by the holders of not less
                 than ten percent (10%) of all of the shares entitled to cast
                 votes at the meeting.
 
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     SIXTH:
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     A.          The number of directors shall initially be set at six (6) and,
                 thereafter, shall be fixed from time to time exclusively by the
                 Board of Directors pursuant to a resolution adopted by a
                 majority of the total number of authorized directors (whether
                 or not there exist any vacancies in previously authorized
                 directorships at the time any such resolution is presented to
                 the Board for adoption). Upon the closing of the IPO, the
                 directors shall be divided into three classes with the term of
                 office of the first class (Class I) to expire at the first
                 annual meeting of the stockholders following the IPO; the term
                 of office of the second class (Class II) to expire at the
                 second annual meeting of stockholders held following the IPO;
                 the term of office of the third class (Class III) to expire at
                 the third annual meeting of stockholders; and thereafter for
                 each such term to expire at each third succeeding annual
                 meeting of stockholders after such election. Subject to the
                 rights of the holders of any series of Preferred Stock then
                 outstanding, a vacancy resulting from the removal of a director
                 by the stockholders as provided in Article SIXTH, Section C
                 below may be filled at a special meeting of the stockholders
                 held for that purpose. All directors shall hold office until
                 the expiration of the term for which elected, and until their
                 respective successors are elected, except in the case of the
                 death, resignation, or removal of any director.
 
     B.          Subject to the rights of the holders of any series of Preferred
                 Stock then outstanding, newly created directorships resulting
                 from any increase in the authorized number of directors or any
                 vacancies in the Board of Directors resulting from death,
                 resignation or other cause (other than removal from office by a
                 vote of the stockholders) may be filled only by a majority vote
                 of the directors then in office, though less than a quorum, and
                 directors so chosen shall hold office for a term expiring at
                 the next annual meeting of stockholders at which the term of
                 office of the class to which they have been elected expires,
                 and until their respective successors are elected, except in
                 the case of the death, resignation, or removal of any director.
                 No decrease in the number of directors constituting the Board
                 of Directors shall shorten the term of any incumbent director.
 
     C.          Subject to the rights of the holders of any series of Preferred
                 Stock then outstanding, any directors, or the entire Board of
                 Directors, may be removed from office at any time, with or
                 without cause, but only by the affirmative vote of the holders
                 of at least a majority of the voting power of all of the then
                 outstanding shares of capital stock of the Corporation entitled
                 to vote generally in the election of directors, voting together
                 as a single class. Vacancies in the Board of Directors
                 resulting from such removal may be filled by a majority of the
                 directors then in office, though less than a quorum, or by the
                 stockholders as provided in Article SIXTH, Section A above.
                 Directors so chosen shall hold office for a term expiring at
                 the next annual meeting of stockholders at which the term of
                 office of
 
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<PAGE>
 
                 the class to which they have been elected expires, and until
                 their respective successors are elected, except in the case of
                 the death, resignation, or removal of any director.
 
     SEVENTH:    The Board of Directors is expressly empowered to adopt,
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                 amend or repeal Bylaws of the Corporation. Any adoption,
                 amendment or repeal of Bylaws of the Corporation by the Board
                 of Directors shall require the approval of a majority of the
                 total number of authorized directors (whether or not there
                 exist any vacancies in previously authorized directorships at
                 the time any resolution providing for adoption, amendment or
                 repeal is presented to the Board). The stockholders shall also
                 have power to adopt, amend or repeal the Bylaws of the
                 Corporation. Any adoption, amendment or repeal of Bylaws of the
                 Corporation by the stockholders shall require, in addition to
                 any vote of the holders of any class or series of stock of the
                 Corporation required by law or by this Certificate of
                 Incorporation, the affirmative vote of the holders of at least
                 sixty-six and two-thirds percent (66-2/3%) of the voting power
                 of all of the then outstanding shares of the capital stock of
                 the Corporation entitled to vote generally in the election of
                 directors, voting together as a single class.
 
     EIGHTH:     A director of the Corporation shall not be personally liable
     ------
                 to the Corporation or its stockholders for monetary damages for
                 breach of fiduciary duty as a director, except for liability
                 (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 involved intentional misconduct or a
                 knowing violation of 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 is hereafter amended to
                 authorize the further elimination or limitation of the
                 liability of a director, then the liability of a director of
                 the Corporation shall be eliminated or limited to the fullest
                 extent permitted by the Delaware General Corporation Law, as so
                 amended.
 
                 Any repeal or modification of the foregoing provisions of this
                 Article EIGHTH by the stockholders of the Corporation shall not
                 adversely affect any right or protection of a director of the
                 Corporation existing at the time of such repeal or
                 modification.
 
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<PAGE>
 
     NINTH:      The Corporation reserves the right to amend or repeal any
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                 provision contained in this Certificate of Incorporation in the
                 manner prescribed by the laws of the State of Delaware and all
                 rights conferred upon stockholders are granted subject to this
                 reservation; provided, however, that, notwithstanding any other
                              --------  -------
                 provision of this Certificate of Incorporation or any provision
                 of law which might otherwise permit a lesser vote or no vote,
                 but in addition to any vote of the holders of any class or
                 series of the stock of this Corporation required by law or by
                 this Certificate of Incorporation, the affirmative vote of the
                 holders of at least 66-2/3% of the voting power of all of the
                 then outstanding shares of the capital stock of the Corporation
                 entitled to vote generally in the election of directors, voting
                 together as a single class, shall be required to amend or
                 repeal this Article NINTH, Article FIFTH, Article SIXTH,
                 Article SEVENTH or Article EIGHTH.
 
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<PAGE>
 
     IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated
Certificate to be signed by a duly authorized officer on this ____ day of
______, 1999.
 
 
                                    DELAWARE AGILE SOFTWARE
                                    CORPORATION
 
 
                                    By:
                                       ----------------------------------------
                                       Thomas P. Shanahan, Chief Financial
                                       Officer, and Secretary

 

 

                           CERTIFICATE OF AMENDMENT
                                      OF
                         CERTIFICATE OF INCORPORATION
                                      OF
                          AGILE SOFTWARE CORPORATION
 
 
     I, Thomas P. Shanahan, Chief Financial Officer of Agile Software
Corporation, a Delaware corporation (the "Corporation"), hereby certify:
 
     1.    That the Corporation's Board of Directors has duly adopted the
following resolutions:
 
     RESOLVED, that Article First of the Certificate of Incorporation is hereby
     amended to read in full as follows:
 
           FIRST:     The name of this corporation is Agile Software Corporation
           -----
Delaware (hereinafter sometimes referred to as the "Corporation").
 
     2.    That the proposed amendment has been duly adopted by the
Corporation's Board of Directors and sole stockholder in accordance with the
provisions of Sections 242 and 228 of the General Corporation Law of the State
of Delaware.
 
     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment of Certificate of Incorporation to be signed by a duly authorized
officer on this 30th day of June, 1999.
 
 
 
 
                                AGILE SOFTWARE CORPORATION
 
 
 
                                By: /s/ Thomas P. Shanahan
                                   -------------------------------------------
                                   Thomas P. Shanahan, Chief Financial Officer