CERTIFICATE OF AMENDMENT
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
JDS Uniphase Corporation, a corporation organized and existing under the laws of the State of Delaware, (the
"Corporation" hereby certifies as follows:
FIRST: That, at a meeting of the Board of Directors of the Corporation held on July 7, 1999, the Board of
Directors adopted a resolution proposing and declaring advisable the following amendment to the Amended and
Restated Certificate of Incorporation of the Corporation:
RESOLVED, that paragraph 4.1 of Article 4 of the Corporation's Amended and Restated
Certificate of Incorporation shall be amended, subject to stockholder approval, to read in its
entirety as follows:
"4.1, Authorized Capital Stock . The Corporation is authorized to issue two classes of
stock to be designated, respectively, `Common Stock' and `Preferred Stock.' The
total number of shares which the Corporation is authorized to issue is six hundred one
million (601,000,000) shares. Six hundred million (600,000,000) shares shall be
Common Stock, each having a par value of one-tenth of one cent ($.001). One million
(1,000,000) shares shall be Preferred Stock, each having a par value of one-tenth of
one cent ($.001)."
SECOND: That the stockholders of the Corporation have approved at the Special Meeting of Stockholders held
on December 16, 1999 said amendment in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with applicable provisions of Sections
242 and 228 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, JDS Uniphase Corporation has caused this Certificate of Amendment to Amended
and Restated Certificate of Incorporation to be signed by its Chief Executive Officer and attested to by its
Secretary this 16 th day of December , 1999.
JDS UNIPHASE CORPORATION