Summary of PARAMETRIC TECHNOLOGY CORP

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective September 17, 2008, the Board of Directors of Parametric Technology Corporation (PTC), in accordance with PTC's By-Laws, amended and restated the By-Laws to correspond with recent changes to the Massachusetts Business Corporation Act, to require additional disclosures from stockholder proponents, and to clarify certain other provisions.

Article 1 - Stockholders

Article 1, Section 1.1 "Place of Meetings; Participation by Remote Communications" was amended to enable PTC to permit stockholders and proxyholders not physically present a meeting of stockholders to participate and vote at the meeting by means of remote communications if the corporation has implemented measures to enable such holders an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings and to verify that each person deemed present and permitted to vote by remote communication is such a holder and the corporation keeps a record of each vote cast or other action taken at the meeting by remote communication.

Article 1, Section 1.2 "Annual Meeting" was amended to eliminate the requirement that the annual meeting be held within six months after the end of the fiscal year and to state that a purpose of the annual meeting is the election of directors and such other purposes as are specified in the notice of meeting.

Article 1, Section 1.3 "Special Meetings" was amended to replace the term "Clerk" with the term "Secretary" in both places it appears.

Article 1, Section 1.4 "Notice of Meetings; Waiver" was amended to provide that notice of a meeting of stockholders may not be given more than 60 days before the meeting, that such notice may be given by electronic transmission, that a waiver of notice can be made by electronic transmission, and that a stockholder's attendance at a meeting waives objection to lack of notice or defective notice and waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice unless the stockholder objects to consideration of the matter when presented. Section 1.4 was also amended to replace the terms "Clerk" and "Assistant Clerk" with the terms "Secretary" and "Assistant Secretary," respectively.

Article 1, Section 1.5 "Quorum" was amended to provide that shares once represented for any purpose at a meeting are deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless
(i) the stockholder attends solely to object to lack of notice, defective notice or the conduct of the meeting on other grounds and does not vote the shares or otherwise consent that such shares are to be deemed present, or (ii) in the case of an adjournment, a new record date is or shall be set for that adjourned meeting. Section 1.5 was also amended to change the references from classes of stock to "voting groups."

Article 1, Section 1.6 "Postponements; Adjournments" was amended to provide that any meeting of the stockholders may, before it is called to order, be postponed for any reason by the Board of Directors or the Chief Executive Officer to another date, time and place and that any business that could have been conducted at the meeting as originally called may be transacted at the postponed meeting.

Article 1, Section 1.7 "Voting and Proxies" was amended to extend the term of a written proxy from six months to eleven months before the meeting stated in the proxy and to permit the Chief

Executive Officer, in addition to the board of directors, to approve procedures by which a stockholder may give a proxy by electronic communication.

Article 1, Section 1.8 "Action at Meeting" was amended to provide for voting by "voting groups" at meetings of the stockholders, rather than classes of stock, and to enable the chairman of the meeting to require voting by ballot.