AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
 
                                       OF
 
                               PEOPLESUPPORT, INC.
 
 
        PeopleSupport, Inc., a corporation organized and existing under the laws
of the State of Delaware, hereby certifies as follows:
 
               FIRST: The name of the corporation is PeopleSupport, Inc. (the
"Corporation").
 
               SECOND:The original Certificate of Incorporation of the
Corporation was filed with the Secretary of State of the State of Delaware on
July 2, 1998. An Amended and Restated Certificate of Incorporation was filed
with the Secretary of State of the State of Delaware on August 13, 1998. An
Amended and Restated Certificate of Incorporation was filed with the Secretary
of State of the State of Delaware on May 10, 1999. An Amended and Restated
Certificate of Incorporation was filed with the Secretary of State of the State
of Delaware on June 29, 1999. An Amended and Restated Certificate of
Incorporation was filed with the Secretary of State of the State of Delaware on
November 19, 1999. An Amended and Restated Certificate of Incorporation was
filed with the Secretary of State of the State of Delaware on April 11, 2000. A
Certificate of Amendment to the Amended and Restated Certificate of
Incorporation was filed on October 18, 2002. A Certificate of Amendment to the
Amended and Restated Certificate of Incorporation was filed on May 18, 2004. A
Certificate of Amendment to the Amended and Restated Certificate of
Incorporation was filed on _________, 2004.
 
               THIRD: Pursuant to Sections 242 and 245 of the General
Corporation Law of the State of Delaware, this Amended and Restated Certificate
of Incorporation restates, integrates and further amends the provisions of the
Certificate of Incorporation of the Corporation, as amended to date.
 
               FOURTH:The Certificate of Incorporation of the Corporation shall
be amended and restated to read in full as follows:
 
 
                                    ARTICLE I
 
               The name of the Corporation is PeopleSupport, Inc.
 
 
                                   ARTICLE II
 
               The address of the registered office of the Corporation in the
State of Delaware is 15 East North Street, City of Dover, County of Kent. The
name of its registered agent at such address is Incorporating Services, Ltd.
 
 
                                      -1-
 
<PAGE>
 
                                   ARTICLE III
 
               The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.
 
 
                                   ARTICLE IV
 
               A. Classes of Stock. The total number of shares of all classes of
capital stock that the Corporation shall have authority to issue is ninety one
million (91,000,000), of which eighty seven million (87,000,000) shares shall be
Common Stock, with a par value of $0.001 per share (the "Common Stock"), and
four million (4,000,000) shares shall be Preferred Stock, with a par value of
$0.001 per share (the "Preferred Stock"). The number of authorized shares of
Common Stock or Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the then outstanding shares of Common Stock, without a
vote of the holders of the Preferred Stock, or of any series thereof, unless a
vote of any such Preferred Stock holders is required pursuant to the provisions
established by the Board of Directors of the Corporation (the "Board of
Directors") in the resolution or resolutions providing for the issue of such
Preferred Stock, and if such holders of such Preferred Stock are so entitled to
vote thereon, then, except as may otherwise be set forth in this Amended and
Restated Certificate of Incorporation, the only stockholder approval required
shall be the affirmative vote of a majority of the combined voting power of the
Common Stock and the Preferred Stock so entitled to vote.
 
               B. Preferred Stock. The Preferred Stock may be issued in any
number of series, as determined by the Board of Directors. The Board of
Directors is expressly authorized to provide for the issue, in one or more
series, of all or any of the remaining shares of Preferred Stock and, in the
resolution or resolutions providing for such issue, to establish for each such
series the number of its shares, the voting powers, full or limited, of the
shares of such series, or that such shares shall have no voting powers, and the
designations, preferences and relative, participating, optional or other special
rights of the shares of such series, and the qualifications, limitations or
restrictions thereof. The Board of Directors is also expressly authorized
(unless forbidden in the resolution or resolutions providing for such issue) to
increase or decrease (but not below the number of shares of the series then
outstanding) the number of shares of any series subsequent to the issuance 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 originally fixing the number of
shares of such series.
 
               C. Common Stock.
 
               1. Relative Rights of Preferred Stock and Common Stock. All
preferences, voting powers, relative, participating, optional or other special
rights and privileges, and qualifications, limitations or restrictions of the
Common Stock are expressly made subject and subordinate to those that may be
fixed with respect to any shares of the Preferred Stock.
 
 
                                      -2-
 
<PAGE>
               2. Voting Rights. Except as otherwise required by law or this
Amended and Restated Certificate of Incorporation, each holder of Common Stock
shall have one vote in respect of each share of stock held by such holder of
record on the books of the Corporation for the election of directors and on all
matters submitted to a vote of stockholders of the Corporation.
 
               3. Dividends. Subject to the preferential rights of the Preferred
Stock, the holders of shares of Common Stock shall be entitled to receive, when
and if declared by the Board of Directors, out of the assets of the Corporation
which are by law available therefor, dividends payable either in cash, in
property or in shares of capital stock.
 
               4. Dissolution, Liquidation or Winding Up. In the event of any
dissolution, liquidation or winding up of the affairs of the Corporation, after
distribution in full of the preferential amounts, if any, to be distributed to
the holders of shares of the Preferred Stock, holders of Common Stock shall be
entitled, unless otherwise provided by law or this Amended and Restated
Certificate of Incorporation, to receive all of the remaining assets of the
Corporation of whatever kind available for distribution to stockholders ratably
in proportion to the number of shares of Common Stock held by them respectively.
 
 
                                    ARTICLE V
 
               In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware:
 
               A. The Board of Directors is expressly authorized to adopt, amend
or repeal the bylaws of the Corporation; provided, however, that the bylaws may
only be amended in accordance with the provisions thereof.
 
               B. Elections of directors need not be by written ballot unless
the bylaws of the Corporation shall so provide.
 
               C. The books of the Corporation may be kept at such place within
or without the State of Delaware as the bylaws of the Corporation may provide or
as may be designated from time to time by the Board of Directors.
 
 
                                   ARTICLE VI
 
               A. Number of Directors. The authorized number of directors of the
Corporation shall be determined from time to time by resolution adopted by the
affirmative vote of a majority of the entire Board of Directors at any regular
or special meeting of such Board of Directors, within any limits prescribed in
the bylaws of the Corporation.
 
               B. Classes of Directors. The Board of Directors, other than those
directors elected by the holders of any series of Preferred Stock as provided
for or fixed pursuant to the provisions of Article IV of this Amended and
Restated Certificate of Incorporation, shall be divided into three classes,
designated Class I, Class II and Class III, as nearly equal in number as
possible. The term of office of directors of one class shall expire at each
annual meeting of stockholders, and in all cases as to each director until his
or her successor shall be elected and
 
 
                                      -3-
 
<PAGE>
 
shall qualify or until his or her earlier resignation, removal from office,
death or incapacity. Additional directorships resulting from an increase in the
number of directors shall be apportioned among the classes as equally as
possible. The initial term of office of directors of Class I shall expire at the
annual meeting of stockholders in 2005, the initial term of office of directors
of Class II shall expire at the annual meeting of stockholders in 2006 and the
initial term of office of directors of Class III shall expire at the annual
meeting of stockholders in 2007. At each annual meeting of stockholders, the
number of directors equal to the number of directors of the class whose term
expires at the time of such meeting (or, if less, the number of directors
properly nominated and qualified for election) shall be elected to hold office
until the third succeeding annual meeting of stockholders after their election.
 
               C. Vacancies. Except as otherwise provided for or fixed pursuant
to the provisions of Article IV of this Amended and Restated Certificate of
Incorporation relating to the rights of the holders of any series of Preferred
Stock to elect additional directors, and subject to the provisions hereof, newly
created directorships resulting from any increase in the authorized number of
directors or any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other cause, may be filled only by the
affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum of the Board of Directors. Any director elected in
accordance with the preceding sentence shall hold office for the remainder of
the full term of the class of directors in which the new directorship was
created or in which the vacancy occurred, and until such director's successor
shall have been duly elected and qualified or until his or her earlier
resignation, removal from office, death or incapacity. Subject to the provisions
of this Amended and Restated Certificate of Incorporation, no decrease in the
number of directors constituting the Board of Directors shall shorten the term
of any incumbent director.
 
 
                                   ARTICLE VII
 
               A. Power of Stockholder to Act by Written Consent. No action
required or permitted to be taken at any annual or special meeting of the
stockholders may be taken without a meeting, and the power of stockholders to
consent in writing, without a meeting, to the taking of any action is
specifically denied.
 
               B. Special Meetings of Stockholders. Special meetings of the
stockholders of the Corporation may be called for any purpose or purposes,
unless otherwise prescribed by statute or by this Amended and Restated
Certificate of Incorporation, only by the Chairman of the Board, the President
of the Corporation, the Chief Executive Officer of the Corporation, by a
resolution adopted by the affirmative vote of a majority of the Board of
Directors or by a resolution adopted by the affirmative vote of a sixty-six and
two-thirds percent (662/3%) of the independent directors.
 
               C. Cumulative Voting. The stockholders of the Corporation shall
not have cumulative voting.
 
 
                                      -4-
 
<PAGE>
 
                                  ARTICLE VIII
 
               A. Limitation on Liability. 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 (1) for
any breach of the director's duty of loyalty to the Corporation or its
stockholders; (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (3) under Section 174 of
the Delaware General Corporation Law; or (4) for any transaction from which the
director derived an improper personal benefit.
 
               If the Delaware General Corporation Law hereafter is amended to
further eliminate or limit the liability of directors, then the liability of a
director of the Corporation, in addition to the limitation on personal liability
provided herein, shall be limited to the fullest extent permitted by the amended
Delaware General Corporation Law.
 
               B. Indemnification. Each person who is or is made a party or is
threatened to be made a party to or is 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, or a person
of whom he or she is the legal representative, is or was a director or 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
employee benefit plans, whether the basis of such proceeding is an 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 to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) reasonably incurred or suffered by such person in connection
therewith, and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that, except
as provided in the second paragraph hereof, the Corporation shall indemnify any
such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors. The right to indemnification conferred in
this section shall be a contract right and shall include the right to be paid by
the Corporation for any expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the Delaware
General Corporation Law requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this section or otherwise. The Corporation may, by action of
 
 
                                      -5-
 
<PAGE>
 
its Board of Directors, provide indemnification to employees and agents of the
Corporation with the same scope and effect as the foregoing indemnification of
directors and officers.
 
               If a claim under the first paragraph of this section is not paid
in full by the Corporation within thirty (30) days after a written claim has
been received by the Corporation, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it permissible under
the Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation. 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 action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.
 
               The right to indemnification and the payment of expenses incurred
in defending a proceeding in advance of its final disposition conferred in this
section shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Amended and Restated
Certificate of Incorporation, bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.
 
               C. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
 
               D. Repeal and Modification. Any repeal or modification of the
foregoing provisions of this Article VIII shall not adversely affect any right
or protection of any director, officer, employee or agent of the Corporation
existing at the time of such repeal or modification. To the fullest extent
permitted by applicable law, the Corporation is authorized to provide
indemnification of (and advancement of expenses to) agents of the Corporation
(and any other persons to whom Delaware law permits the Corporation to provide
indemnification) through bylaw provisions, agreements with such agents or other
persons, vote of stockholders or disinterested directors or otherwise, in excess
of the indemnification and advancement otherwise permitted by Section 145 of the
Delaware General Corporation Law, subject only to limits created by applicable
Delaware law (statutory or non-statutory), with respect to actions for breach of
duty to the Corporation, its stockholders and others.
 
 
                                      -6-
 
<PAGE>
 
                                   ARTICLE IX
 
               The Board of Directors is expressly empowered to adopt, amend or
repeal the bylaws of the Corporation; provided, however, that any adoption,
amendment or repeal of the bylaws of the Corporation by the Board of Directors
shall require the approval of at least sixty-six and two-thirds percent (662/3%)
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 of
Directors). The stockholders shall also have the power to adopt, amend or repeal
the bylaws of the Corporation; provided, however, that in addition to any vote
of the holders of any class or series of stock of the Corporation required by
law or by this Amended and Restated Certificate of Incorporation, the
affirmative vote of the holders of at least seventy-five percent (75%) of the
voting power of all of the then-outstanding shares of the stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required for such adoption, amendment or
repeal by the stockholders of any provisions of the bylaws of the Corporation.
 
 
                                    ARTICLE X
 
               Notwithstanding any other provision of this Amended and Restated
Certificate of Incorporation, the affirmative vote of the holders of at least
seventy-five percent (75%) of the voting power of all of the then-outstanding
shares of the stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, shall be required to
amend in any respect or repeal this Article IX, or Articles VI, VII and VIII.
 
               FIFTH: This Amended and Restated Certificate of Incorporation was
duly adopted by the Board of Directors of the Corporation.
 
               SIXTH: This Amended and Restated Certificate of Incorporation was
duly adopted by the stockholders in accordance with the provisions of Sections
242 and 245 of the General Corporation Law of the State of Delaware. Written
consent of the stockholders has been given with respect to this Amended and
Restated Certificate of Incorporation in accordance with Section 228 of the
General Corporation Law of the State of Delaware.
 
 
                                      -7-
 
<PAGE>
 
        IN WITNESS WHEREOF, PeopleSupport, Inc. has caused this Amended and
Restated Certificate of Incorporation to be signed by its Chief Executive
Officer this _____ day of __________________ 2004.
 
 
 
                                            By
                                              ----------------------------------
                                                       Lance Rosenzweig
                                                   Chief Executive Officer
 
 
 

 

                           CERTIFICATE OF CORRECTION
                                       OF
                            CERTIFICATE OF AMENDMENT
                                       TO
               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                               PEOPLESUPPORT, INC.
 
 
 
        The undersigned hereby certifies that:
 
               1. The name of the corporation is PeopleSupport, Inc.
(hereinafter called the "Corporation").
 
               2. The Certificate of Amendment to Amended and Restated
Certificate of Incorporation of the Corporation, which was filed with the
Secretary of State of Delaware on August 5, 2004, is hereby corrected.
 
               3. The inaccuracy to be corrected in said instrument is as
follows:
 
                      The par value of the Preferred Stock and Common Stock of
the Corporation as it is reflected in the last sentence of amended and restated
Article FOURTH, paragraph A, contained a typographical error. The par value of
the Preferred Stock and Common Stock should be reflected as $.003 in the body
and not $.001.
 
               4. The portion of the instrument in corrected form is as follows:
 
               "The Preferred Stock shall have a par value of $.003 per share
and the Common Stock shall have a par value of $.003 per share."
 
               IN WITNESS WHEREOF, the Corporation has caused this Certificate
of Correction to be signed by its duly authorized Chief Executive Officer this
10th day of August, 2004.
 
                                        PEOPLESUPPORT, INC.
 
 
 
 
                                        By:        /s/ Lance Rosenzweig
                                            ------------------------------------
                                                       Lance Rosenzweig
                                                 Chief Executive Officer
 

 

 

 

 

 

 

 

                                                         State of Delaware
                                                         Secretary of State
                                                      Division of Corporations
                                                   Delivered 12:04 PM 08/05/2004
                                                      FILED 12:04 PM 08/05/2004
                                                   SRV 040573670 - 2908908 FILE
                            CERTIFICATE OF AMENDMENT
                                       TO
               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                              PEOPLESUPPORT, INC.
 
    PeopleSupport, Inc., a corporation duly organized and existing under the
General Corporation Law of Delaware (the "Corporation"), DOES HEREBY CERTIFY:
 
    That the amendment to the Corporation's Amended and Restated Certificate of
Incorporation, as amended to date, set forth in the following resolution was
approved by the Corporation's Board of Directors and stockholders and was duly
adopted in accordance with the provisions of Sections 228 and 242 of the
General Corporation Law of the state of Delaware:
 
     RESOLVED, that Article FOURTH, Sections A, B., C.1 and C.2(a) of the
Amended and Restated Certificate of Incorporation of the Corporation be amended
and restated to read in its entirety as follows:
 
          "FOURTH:
 
          A.  This Corporation is authorized to issue two classes of shares to
     be designated respectively Preferred Stock ("PREFERRED STOCK") and Common
     Stock ("COMMON STOCK"). The total number of shares of capital stock this
     Corporation is authorized to issue is twenty eight million two hundred two
     thousand three hundred fifty four (28,202,354). The total number of shares
     of Preferred Stock this Corporation shall have authority to issue is eleven
     million two hundred twenty seven thousand ninety (11,227,090). The total
     number of shares of Common Stock this Corporation shall have authority to
     issue is sixteen million nine hundred seventy five thousand two hundred
     sixty four (16,975,264) shares of common stock. The Preferred Stock shall
     have a par value of $.001 per share and the Common Stock shall have a par
     value of $.001 per share.
 
          B.  Seven hundred twelve thousand one hundred seventy six (712,176)
     shares of the Preferred Stock shall be designated "SERIES A PREFERRED
     STOCK," three million eight hundred forty seven thousand nine hundred
     ninety three (3,847,993) shares shall be designated "SERIES B PREFERRED
     STOCK," three million two hundred eighty eight thousand six hundred eleven
     (3,288,611) shares shall be designated "SERIES C PREFERRED STOCK," and
     three million three hundred seventy eight thousand three hundred ten
     (3,378,310) shares shall be designated "SERIES D PREFERRED STOCK."
 
          At the time this Certificate of Amendment to Amended and Restated
     Certificate of Incorporation (this "Certificate of Amendment") shall become
     effective, every 2.74 shares of Common Stock and of Series A Preferred
     Stock, Series B Preferred Stock, Series C Preferred Stock and Series D
     Preferred Stock
<PAGE>
     issued and outstanding at such time shall be, and hereby are, changed and
reclassified into one (1) fully paid and non-assessable share of Common Stock
and of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
Stock and Series D Preferred Stock, as the case may be (the "Stock Split"). The
per share Issue Prices (as hereinafter defined), dividend and liquidation
amounts of the Common Stock and of the Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock and Series D Preferred Stock as stated
herein reflect the Stock Split and no further adjustments shall be made to such
figures to reflect the Stock Split. Any provisions hereinafter in this
Certificate of Amendment that require adjustments for stock dividends,
combinations, splits, recapitalizations or other events refer to such events
that may occur after the Stock Split. Each outstanding stock certificate of the
corporation which, immediately prior to the time this Certificate of Amendment
shall become effective, representing one or more shares of Common Stock and of
Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and
Series D Preferred Stock, as the case may be, shall thereafter be deemed to
represent the appropriate number of shares of Common Stock and of Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D
Preferred Stock, as the case may be, taking into account the Stock Split, unless
and until such old stock certificate is exchanged for a new stock certificate
reflecting the appropriate number of shares resulting from the Stock Split. In
lieu of issuing fractional shares, any fractional shares resulting from the
Stock Split shall be eliminated by the Corporation's paying the holder of such
fractional share cash in an amount equal to such fraction multiplied by (a) in
the case of a fractional share of Common Stock, the fair market value of a share
of Common Stock, determined by the Board of Directors of the Corporation, and
(b) in the case of a fractional share of Preferred Stock, the per share
liquidation preference set forth in Paragraph 2(a) of this Article Fourth for
the particular series of Preferred Stock. From and after the effective time of
the Stock Split any fractional shares resulting from the Stock Split will be
automatically deemed cancelled and will represent only the right to receive such
cash payment.
 
     Subject to the limitations contained in the Amended and Restated
Certificate of Incorporation, the remaining shares of Preferred Stock may be
issued from time to time in one or more series. Subject to the limitations
contained in this Amended and Restated Certificate of Incorporation, the Board
of Directors of the Corporation (the "Board of Directors") is expressly
authorized to provide for the issue, in one or more series, of all or any of the
remaining shares of the Preferred Stock, and to fix the number of shares and to
determine 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 restrictions thereof, 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 be permitted by the General
Corporation Law of Delaware. Subject to the
 
 
 
 
 
                                       2
 
 
<PAGE>
     limitations contained in this Amended and Restated Certificate of
Incorporation, the Board of Directors is also expressly authorized (unless
forbidden in the resolution or resolutions providing for such issue) to increase
or decrease (but not below the number of shares of such series then outstanding)
the number of shares of any series of Preferred Stock subsequent 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 originally fixing the number of
shares of such series.
 
 
     C. The powers, preferences, rights, restrictions, and other matters
relating to the Series A Preferred Stock, the Series B Preferred Stock, the
Series C Preferred Stock, and the Series D Preferred Stock are as follows:
 
     1.   Dividends.
 
     (a)  The holders of the Series A Preferred Stock, Series B Preferred
Stock, Series C Preferred Stock, and Series D Preferred Stock, in preference to
holders of Junior Stock, shall each be entitled to receive dividends at the
rate of $0.15, $0.27, $0.53, and $1.56, respectively, per share (as adjusted
for any stock dividends, combinations or splits with respect to such shares)
per annum, respectively, payable out of funds legally available therefor. Such
dividends shall be payable only when, as, and if declared by the Board of
Directors and shall be noncumulative. As used in this paragraph with respect
to the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
Stock, and Series D Preferred Stock, the term "Junior Stock" shall mean the
Common Stock and any other class or series of stock of the Corporation
hereafter authorized, designated or determined excepting any class or series of
stock which by its terms is on a parity with or has a preference or priority
over the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
Stock, and Series D Preferred Stock in the payment of dividends.
 
 
     (b)  No dividends (other than those payable solely in the Common Stock of
the Corporation) shall be paid on any Junior Stock of the Corporation during any
fiscal year of the Corporation until dividends in the total amount of $0.15,
$0.27, $0.53 and $1.56 per share (as adjusted for any stock dividends,
combinations or splits with respect to such shares) of Series A Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred
Stock, respectively, shall have been paid or declared and set apart during that
fiscal year. No dividends shall be paid on any share of Junior Stock unless a
dividend (including the amount of any dividends paid pursuant to the above
provisions of this Section C.1) is paid with respect to all outstanding shares
of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock,
and Series D Preferred Stock in an amount for each such share of Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series
D Preferred Stock equal to or greater than the aggregate amount of such
dividends for all shares of Common Stock into which each such share of Series A
Preferred Stock, Series B
 
 
 
                                       3
 
 
 
 
 
 
 
 
 
 
<PAGE>
     Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock
     could then be converted.
 
          (c)  In the event of a conversion of the Series A Preferred Stock,
     Series B Preferred Stock, Series C Preferred Stock, or Series D Preferred
     Stock pursuant to Section 3 hereof, any accrued and unpaid dividends, if
     any, shall be paid at the election of the holder in cash or Common Stock at
     its then fair market value, as determined by the Board of Directors.
 
          2.   Liquidation Preference.
 
          (a)  In the event of any liquidation, dissolution or winding up of the
     Corporation, either voluntary or involuntary, the holders of Series A
     Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and
     Series D Preferred Stock shall be entitled to receive, prior and in
     preference to any distribution of any of the assets of the Corporation to
     the holders of the Common Stock or other junior equity security by reason
     of their ownership thereof, an amount per share equal to the sum of (i)
     $1.83 for each outstanding share of Series A Preferred Stock (the "Original
     Series A Issue Price") (as adjusted for any stock dividends, combinations
     or splits with respect to such shares), (ii) $2.74 for each outstanding
     share of Series B Preferred Stock (the "Original Series B Issue Price") (as
     adjusted for any stock dividends, combinations or splits with respect to
     such shares), (iii) $5.34 for each outstanding share of Series C Preferred
     Stock (the "Original Series C Issue Price") (as adjusted for any stock
     dividends, combinations or splits with respect to such shares), (iv) $15.65
     for each outstanding share of Series D Preferred Stock (the "Original
     Series D Issue Price") (as adjusted for any stock dividends, combinations
     or splits with respect to such shares), and (v) an amount equal to all
     declared but unpaid dividends on each such share. If upon the occurrence of
     such event, the assets and funds thus distributed among the holders of the
     Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
     Stock, and Series D Preferred Stock shall be insufficient to permit the
     payment to such holders of the full aforesaid preferential amounts, then
     the entire assets and funds of the Corporation legally available for
     distribution shall be distributed ratably among the holders of the Series A
     Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and
     Series D Preferred Stock in proportion to the product of the liquidation
     preference of each such share and the number of such shares owned by each
     such holder. As provided herein, assets and funds of the Corporation
     legally available for distribution shall not include amounts payable under
     bonus or incentive plans approved by the Board of Directors in connection
     with services rendered to the Corporation."
 
     RESOLVED, that Article FOURTH, Section C.3(b)(iii) of the Amended and
Restated Certificate of Incorporation of the Corporation be amended and
restated to read in its entirety as follows:
 
 
 
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          "(iii) The Corporation shall have the right to convert each share of
     Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
     Stock and Series D Preferred Stock, respectively, into shares of Common
     Stock at the applicable Series A Conversion Price, Series B Conversion
     Price, Series C Conversion Price and Series D Conversion Price, as the
     case may be, then in effect immediately upon the closing of the sale of the
     Corporation's Common Stock in a firm commitment, underwritten public
     offering registered under the Securities Act of 1933, as amended (the
     "SECURITIES ACT"), other than a registration relating solely to a
     transaction under Rule 145 under the Securities Act or to an employee
     benefit plan of the Corporation, if such firm commitment, underwritten
     public offering is consummated at a price per share of at least $9.59 (as
     adjusted for any stock dividends, combinations, splits, recapitalizations
     and the like) and with aggregate proceeds to the Corporation and/or any
     selling stockholders (before deduction for underwriters' discounts and
     expenses) of at least $40,000,000 (a "Qualified Public Offering")."
 
     RESOLVED, that Article FOURTH, Section C.3(d)(i)(7)(E) of the Amended and
Restated Certificate of Incorporation of the Corporation be amended and
restated to read in its entirety as follows:
 
     "(E) To lessors or lenders to and strategic partners of the Corporation
under agreements approved by the Board of Directors, which issuances are
primarily other than for equity financing purposes and which in any event do
not exceed 364,964 shares (as adjusted for any stock splits, stock dividends,
recapitalizations or the like) in the aggregate,"
 
     IN WITNESS WHEREOF, PeopleSupport, Inc. has caused this certificate to be
signed by its duly authorized Chief Executive Officer this 5th day of August,
2004.
 
                                           PEOPLESUPPORT, INC.
 
 
                                           By: /s/ Lance Rosenzweig
                                           -------------------------------------
                                                   Lance Rosenzweig
                                                Chief Executive Officer
 
 
 
 
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