AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                      INTELIDATA TECHNOLOGIES CORPORATION,
                             a Delaware Corporation

     InteliData Technologies Corporation is a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"). The name under which the Corporation was originally incorporated
is USOCDT Merger Corporation,  and the original certificate of incorporation was
filed with the Secretary of State of Delaware on August 23, 1996. An amended and
restated  certificate of incorporation  was filed with the Secretary of State of
Delaware  on  October  8,  1996  (the  "Certificate  of   Incorporation").   The
Corporation hereby certifies:

FIRST:  That   stockholder    approval   was required  to  approve the following
amendment (the "Amendment") to the Certificate of Incorporation, which Amendment
is included in this Amended and Restated  Certificate  of  Incorporation  of the
Corporation (the "Amended and Restated Certificate"):

     The  Amended  and  Restated  Certificate  of  Incorporation  of  InteliData
     Technologies  Corporation is hereby  amended by deleting,  in its entirety,
     the first sentence of Article IV and replacing it with the following:

          The aggregate  number of shares of capital stock which the Corporation
          shall  have   authority   to  issue  is  one  hundred   five   million
          (105,000,000) shares, of which one hundred million (100,000,000) shall
          be shares of Common  Stock,  par value  ($.001)  per  share,  and five
          million  (5,000,000)  shall be shares of  Preferred  Stock,  par value
          ($.001) per share.

SECOND: That the Board of  Directors  of the  Corporation,  at a  meeting  held
on February 18, 2002, adopted resolutions setting forth the Amendment, declaring
the Amendment to be advisable and calling a meeting of the  stockholders  of the
Corporation for consideration thereof;

THIRD:  That  the  stockholders  of  the Corporation,  at the Annual  Meeting of
Stockholders held on May 30, 2002, adopted the Amendment;

FOURTH: That the  Amendment was duly adopted in accordance  with the  provisions
of Sections 222 and 242 of the General Corporation Law of the State of Delaware;

FIFTH:  That  the Board  of  Directors of  the Corporation, by unanimous written
consent  effective as of May 30, 2002 in accordance  with Section  141(f) of the
General  Corporation  Law of the State of Delaware,  adopted the resolutions set
forth below in accordance with Section 151(g) of the General  Corporation Law of
the State of Delaware:

<page>
          RESOLVED,  that the Board of Directors hereby  determines that none of
          the authorized  shares of the 4% Series B Convertible  Preferred Stock
          of the Corporation (the "Series B Preferred  Stock") is outstanding as
          of May 30, 2002;

          Resolved,  that the Board of Directors hereby  determines that none of
          the authorized  shares of the Series B Preferred  Stock will be issued
          subject to the Certificate of Designations,  Preferences and Rights of
          4%  Series  B  Convertible   Preferred  Stock  (the   "Certificate  of
          Designations");

SIXTH:  That  the  Board of Directors of  the Corporation, by  unanimous written
consent  effective  as of May 30,  2002 in  accordance  with  Section 245 of the
General  Corporation  Law of the State of Delaware,  adopted by  resolution  the
Amended and Restated  Certificate  in so far as it restates and  integrates  and
does not further amend the  provisions of the  Certificate of  Incorporation  as
heretofore  amended or supplemented,  and there is no discrepancy  between those
provisions and the provisions of the Amended and Restated Certificate other than
the  addition  of  the  Amendment,   the   elimination  of  the  Certificate  of
Designations and the integration into a single  instrument of all the provisions
of the  Certificate of  Incorporation  that have  heretofore been filed with the
Secretary of State of Delaware and are now in effect; and

SEVENTH: That this  Amended and   Restated  Certificate  shall  further read  as
follows:


                                   Article I

     The name of the Corporation is InteliData Technologies Corporation.

                                   Article II

     The  registered  office  of the  Corporation  in the State of  Delaware  is
located  at  Corporation  Trust  Center,  1209  Orange  Street,  in the  City of
Wilmington,  County of New Castle,  Delaware  19801.  The name of its registered
agent at that address is The Corporation Trust Company.

                                  Article III

     The purpose of the Corporation is to engage, directly or indirectly, in any
lawful  act or  activity  for  which  corporations  may be  organized  under the
Delaware General Corporation Law.

                                   Article IV

     The aggregate number of shares of capital stock which the Corporation shall
have  authority to issue is one hundred five million  (105,000,000)  shares,  of
which one hundred  million  (100,000,000)  shall be shares of Common Stock,  par
value  ($.001)  per  share,  and five  million  (5,000,000)  shall be  shares of
Preferred Stock, par value ($.001) per share.

<page>

     A.   Common Stock.

          1.   Voting  Rights.  The  holders  of  each  share  of  Common  Stock
               ---------------
shall  have the  right to one  vote,  and  shall be  entitled  to  notice of any
stockholders'  meeting in accordance  with the Bylaws of this  Corporation,  and
shall be  entitled  to vote  upon  such  matters  and in such  manner  as may be
provided  by  law  on  all  matters  submitted  to a  vote  at  any  meeting  of
shareholders.

          2.   Dividend  Rights.  Subject  to  the  rights  of  holders  of  all
               -----------------
classes of stock at the time  outstanding  having prior rights as to  dividends,
the  holders of the Common  Stock  shall be  entitled  to  receive,  when and as
declared by the Board of Directors,  out of any funds of the Corporation legally
available  therefor,  such dividends as may be declared from time to time by the
Board of Directors.

     B.   Preferred Stock.

          1.   General.  The Preferred  Stock may be issued from time to time in
               --------
one or more classes or series,  as may be  determined by the Board of Directors,
with such  distinctive  designations,  rights and preferences as shall be stated
and expressed herein or in the resolution or resolutions providing for the issue
of  shares  of a  particular  series,  and in  such  resolution  or  resolutions
providing  for the issue of  shares of such  series  the Board of  Directors  is
expressly authorized to fix:

               a.   The annual or other  period  dividend  rate for such series,
the dividend  payment dates, the date from which dividends on all shares of such
series issued shall be cumulative,  and the extent of participation  rights,  if
any;

               b.   The redemption price or prices,  if any, for such series and
other terms and conditions on which such series may be retired and redeemed;

               c.   The obligation,  if any, of the  Corporation to purchase and
etire or  redeem  shares  as a  sinking  fund or  otherwise,  and the  terms and
conditions of any such redemption;

               d.   The  designation and maximum number of shares of such series
issuable;

               e.   The right to vote, if any, with   holders of shares  of  any
other class or series and any right to vote as a separate  voting group,  either
generally or as a condition to specified corporate action;

               f.   The  amount  payable  upon  shares  in event of  involuntary
liquidation;

<page>
               g.   The  amount  payable  upon  shares  in  event  of  voluntary
liquidation;

               h.   The rights,  if any, of the holders of shares of such series
to convert such shares into other  classes of stock of the  Corporation  and the
terms and conditions of any such conversion; and

               i.   Such  other  rights  as may be  specified  by the  Board  of
Directors and not prohibited by law.

     All shares of Preferred  Stock of any one series  shall be  identical  with
each other in all respects  except,  if so determined by the Board of Directors,
as to the dates from which dividends thereon shall be cumulative; and all shares
of Preferred Stock shall be of equal rank with each other, regardless of series,
and shall be identical with each other in all respects except as provided herein
or in the  resolution  or  resolutions  providing  for the issue of a particular
series.  In case  dividends on all shares of Preferred  Stock for any  quarterly
dividend period are not paid in full, all such shares shall participate  ratably
in any partial  payment of dividends  for such period in  proportion to the full
amounts of dividends for such period to which they are respectively entitled.

     The Board of Directors has established  Series A  Participating  Cumulative
Preferred Stock of the  Corporation,  the designation and amount thereof and the
voting  power,  preferences  and  relative,  participating,  optional  and other
special rights of such shares, and  qualifications,  limitations or restrictions
thereof,  of such  shares,  in addition  to those set forth in this  Amended and
Restated Certificate, are set forth in Appendix I hereto.

                                   Article V

     The business of the Corporation shall be managed under the direction of the
Board of Directors except as otherwise  provided by law. Upon the effective date
of the  Certificate of  Incorporation,  the number of directors shall be divided
into three (3) classes, as nearly equal in number as may be possible.  Directors
designated Class I shall serve in the first instance until the annual meeting of
the stockholders  immediately following the effective date of the Certificate of
Incorporation  (the "First Annual  Meeting"),  and until their  successors shall
have been properly  elected and shall  qualify;  and thereafter for a three-year
term.  Directors  designated  Class II and Class  III  shall  serve in the first
instance  until the second and third  meetings  of the  stockholders  to be held
after the First Annual Meeting,  respectively,  and until their successors shall
have been properly  elected and shall  qualify;  and  thereafter  for three-year
terms.  The Board of Directors of the  Corporation  shall consist of five (5) to
fifteen  (15)  members  as shall be fixed from time to time by, or in the manner
provided  in, the  Bylaws.  Subject to the rights of the holders of any class or
series of Preferred Stock then outstanding, a Director may be removed with cause
at a meeting of stockholders called expressly for that purpose at which a quorum
is present by the vote of at least  two-thirds (2/3) of the votes entitled to be
cast  by each  voting  group  entitled  to vote  in the  election  of  Directors
generally.
<page>

                                   Article VI

     The  Board of  Directors  may  make,  alter or  repeal  the  Bylaws  of the
Corporation,  provided,  however,  that any  provisions of the Bylaws adopted or
required to be adopted pursuant to the Delaware  General  Corporation Law by the
stockholders  of the  Corporation  may only be made,  altered or repealed by the
stockholders of the Corporation.

                                  Article VII

     No  action  required  to be taken or which  may be taken at any  annual  or
special  meeting  of  stockholders  of the  Corporation  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.

                                  Article VIII

     The  Directors  of  the  Corporation   shall  be  protected  from  personal
liability, through indemnification or otherwise, to the fullest extent permitted
under the Delaware  General  Corporation  Law as from time to time in effect.  A
Director of this  Corporation  shall under no  circumstances  have any  personal
liability to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a Director  except for those specific  breaches and acts or
omissions with respect to which the Delaware  General  Corporation Law expressly
provides  that  this  provision  shall  not  eliminate  or limit  such  personal
liability of Directors.  The  modification  or repeal of this Article VIII shall
not affect the restriction  hereunder of a Director's personal liability for any
act or omission occurring prior to such modification or repeal.

                                   Article IX

     The Corporation  shall,  to the fullest extent  permitted by Section 145 of
the  Delaware  General   Corporation  Law,  as  the  same  may  be  amended  and
supplemented,  indemnify  any and  all  persons  whom it  shall  have  power  to
indemnify  under said  section  from and  against  any and all of the  expenses,
liabilities or other matters referred to in or covered by said section,  and the
indemnification  provided for herein shall not be deemed  exclusive of any other
rights to which those  indemnified  may be entitled under any Bylaw,  agreement,
vote of stockholders or disinterested Directors or otherwise,  both as to action
in his official  capacity  while holding such office and to action while serving
at the request of the Corporation as a director,  officer,  employee or agent of
another corporation,  partnership, joint venture, trust or other enterprise, and
shall continue as to a person who has ceased to be a Director, officer, employee
or  agent  and  shall  inure  to  the  benefit  of  the  heirs,   executors  and
administrators of such a person;  provided,  however, that the Corporation shall
indemnify any such indemnitee in connection with a proceeding  initiated by such
indemnitee  only if such  proceeding was authorized by the Board of Directors of
the Corporation.  In connection with the indemnification provided by Section 145
of the Delaware General Corporation Law and under any Bylaw, agreement,  vote of
stockholders or  disinterested  Directors or otherwise,  expenses  incurred by a
Director  or officer in  defending  or  investigating  a  threatened  or pending
action,  suit or proceeding  shall be paid by the  Corporation

<page>

in advance of the final  disposition  of such action,  suit or  proceeding  upon
receipt of an  undertaking  by or on behalf of such Director or officer to repay
such  amount  if it shall  ultimately  be  determined  that  such  person is not
entitled to be indemnified by the  Corporation in accordance with Section 145 of
the  Delaware  General  Corporation  Law or as  authorized  in the Bylaws of the
Corporation.

                                   Article X

     The Corporation  reserves the right to amend,  alter,  change or repeal any
provisions contained in this Amended and Restated Certificate, in the manner now
or hereafter  prescribed by statute,  and all rights conferred upon stockholders
herein are  granted  subject to this  reservation.  This  Amended  and  Restated
Certificate  may be amended by a  resolution  adopted by the Board of  Directors
and, if required by the  Delaware  General  Corporation  Law,  the approval at a
meeting of the  stockholders  of the  Corporation by the  affirmative  vote of a
majority of the votes  entitled to be cast by each voting group entitled to vote
on the matter;  provided,  however, that any amendment or repeal of Article V of
this Amended and Restated  Certificate  shall be approved at such meeting by the
affirmative  vote of at least  two-thirds (2/3) of the votes entitled to be cast
by each voting group entitled to vote on the matter.

<PAGE>


                                                                      APPENDIX I
                                                                      ----------

                DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A
                ------------------------------------------------
                    PARTICIPATING CUMULATIVE PREFERRED STOCK
                    ----------------------------------------
                                       OF
                       INTELIDATA TECHNOLOGIES CORPORATION
                       -----------------------------------

         The Corporation has created a series of Series A Cumulative Preferred
Stock of the Corporation, and the designation and amount thereof and the voting
power, preferences and relative, participating, optional and other special
rights of the shares of such series, and the qualifications, limitations or
restrictions thereof, of such shares, in addition to those set forth in the
Amended and Restated Certificate, shall be as follows:

          Section 1.    Designation and Amount.
                        ----------------------

         The shares of such series shall be designated as Series A Participating
Cumulative Preferred Stock, par value $.001 per share (the "Series A Preferred
Stock"), and the number of shares constituting such series shall be 100,000 (one
hundred thousand).

          Section 2.    Dividends and Distributions.
                        ---------------------------

          (a)  The holders of shares of Series A Preferred Stock, in preference

to the  holders of shares of Common  Stock,  par value  $.001 per share,  of the
Corporation  (the  "Common  Stock")  and  of  any  other  junior  stock  of  the
Corporation that may be outstanding,  shall be entitled to receive, when, as and
if declared by the Board of Directors  out of funds  legally  available  for the
purpose, quarterly dividends payable in cash on the tenth day of January, April,
July and  October in each year (each  such date  being  referred  to herein as a
"Quarterly  Dividend Payment Date"),  commencing on the first Quarterly Dividend
Payment  Date  after the first  issuance  of a share or  fraction  of a share of
Series A Preferred  Stock,  in an amount per share (rounded to the nearest cent)
equal to the greater of (i) $25 per share ($1.00 per annum),  or (ii) subject to
the provision for adjustment hereinafter set forth, 1000 times the aggregate per
share  amount of all cash  dividends,  and 1000  times the  aggregate  per share
amount (payable in kind) of all non-cash dividends or other distributions, other
than a  dividend  payable in shares of Common  Stock,  or a  subdivision  of the
outstanding shares of Common Stock (by reclassification or otherwise),  declared
on the Common Stock since the immediately  preceding  Quarterly Dividend Payment
Date or, with respect to the first Quarterly  Dividend  Payment Date,  since the
first issuance of any share or fraction of a share of Series A Preferred  Stock.
In the event that the corporation  shall at any time declare or pay any dividend
on Common Stock  payable in shares of Common Stock,  or effect a subdivision  or
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification  or  otherwise)  into a greater  or lesser  number of shares of
Common  Stock,  then and in each such  event,  the amount to which the holder of
each share of Series A Preferred  Stock was entitled  immediately  prior to such
event  under  clause  (ii)  of the  preceding  sentence  shall  be  adjusted  by
multiplying  such amount by a fraction,  the numerator of which is the number of
shares of  Common  Stock  outstanding  immediately  after  such  event,  and the

<page>

denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.

          (b)  The Corporation shall declare a dividend or distribution on the
Series  A  Preferred  Stock as  provided  in  paragraph  (a) of this  Section  2
immediately  after it declares a dividend or  distribution  on the Common  Stock
(other than a dividend  payable in shares of Common  Stock);  provided  however,
that in the event no dividend or  distribution  shall have been  declared on the
Common Stock during the period between any Quarterly  Dividend  Payment Date and
the next  subsequent  Quarterly  Dividend  Payment  Date, a dividend of $.25 per
share ($1.00 per annum) on the Series A Preferred  Stock shall  nevertheless  be
payable on such subsequent Quarterly Dividend Payment Date.

          (c)  Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares of Series A Preferred  Stock,  unless
the date of issue of such  shares  is  prior to the  record  date for the  first
Quarterly  Dividend  Payment Date, in which case  dividends on such shares shall
begin to accrue  from the date of issue of such  shares,  or unless  the date of
issue is a Quarterly  Dividend  Payment  Date or is a date after the record date
for the  determination of holders of shares of Series A Preferred Stock entitled
to receive a quarterly dividend and before such Quarterly Dividend Payment Date,
in either of which cases such dividends  shall begin to accrue and be cumulative
from such Quarterly  Dividend  Payment Date.  Accrued but unpaid dividends shall
cumulate but shall not bear  interest  Dividends  paid on the shares of Series A
Preferred Stock in an amount less than the total amount of such dividends at the
time  accrued  and  payable  on such  shares  shall be  allocated  pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of
Directors  may fix a record date for the  determination  of holders of shares of
Series  A  Preferred  Stock  entitled  to  receive  payment  of  a  dividend  or
distribution declared thereon,  which record date shall be not more than 60 days
prior to the date fixed for the payment thereof.

          (d)  Dividends in full shall not be declared or paid or set apart for
payment on the  Series A for a  dividend  period  terminating  on the  Quarterly
Dividend Payment Date unless dividends in full have been declared or paid or set
apart for payment on the  Preferred  Stock of all series (other than series with
respect to which dividends are not cumulative from a date prior to such dividend
date) for the respective dividend periods terminating on such dividend date.

          Section 3.    Voting Rights.
                        --------------

     The holders of shares of Series A Preferred  Stock shall have the following
voting rights:

          (a)  Each share of Series A Preferred Stock shall entitle the holder


thereof  to 1000  votes  (and  each one  one-thousandth  of a share of  Series A
Preferred  Stock shall  entitle  the holder  thereof to one vote) on all matters
submitted to a vote of the  stockholders of the  Corporation.  In the event that
the  Corporation  shall at any time  declare or pay any dividend on Common Stock
payable in shares of Common  Stock or effect a  subdivision  or  combination  or
consolidation of the outstanding shares of Common Stock (by  reclassification or
otherwise  than by  payment  of a  dividend  in shares of Common  Stock)  into a
greater or lesser number of shares of Common Stock, then and in each such event,
the number of votes per share to which  holders of shares of

<page>

Series A Preferred Stock were entitled  immediately prior to such event shall be
adjusted by multiplying such number by a fraction, the numerator of which is the
number of shares of Common Stock  outstanding  immediately after such event, and
the  denominator  of which is the  number of shares  of Common  Stock  that were
outstanding immediately prior to such event.

          (b)  Except  as  otherwise   provided  in  the  Amended  and  Restated
Certificate,  Bylaws  or  herein or by law,  the  holders  of shares of Series A
Preferred Stock and the holders of shares of Common Stock shall vote together as
one class on all matters submitted to a vote of stockholders of the Corporation.

          (c)  In  addition,  the holders of shares of Series A Preferred  Stock
shall have the following special voting rights:

               (i)    In the event that at any time or from  time to time  while
          any shares  Series A Preferred  Stock are  outstanding,  dividends  on
          Series  A  Preferred  Stock,  whenever  accrued  and  whether  or  not
          consecutive, shall not have been paid or declared and a sum sufficient
          for the payment  thereof  set aside,  in an amount  equivalent  to six
          quarterly  dividends on all shares of Series A Preferred  Stock at the
          time  outstanding,  then and in each such event, the holders of shares
          of Series A Preferred  Stock and each other series of preferred  stock
          now or hereafter issued that shall be accorded such class voting right
          by the Board of  Directors  and that  shall have the right to elect at
          least one  director (or in the event any such other series is entitled
          to a greater  number of  directors,  such number of  directors,  which
          shall be cumulative with and not in addition to the director  provided
          for herein,  such director or directors being hereinafter  referred to
          as "Special Directors") as the result of a prior or subsequent default
          in payment of  dividends  on such series (each such other series being
          hereinafter  called  "Other  Series  of  Preferred   Stock"),   voting
          separately as a class without  regard to series,  shall be entitled to
          elect the Special  Director at the next annual meeting of stockholders
          of the Corporation,  in addition to the directors to be elected by the
          holders  of all  shares of the  Corporation  entitled  to vote for the
          election of directors,  and the holders of all shares  (including  the
          Series A Preferred  Stock)  otherwise  entitled to vote for directors,
          voting separately as a class, shall be entitled to elect the remaining
          members  of the  Board  of  Directors,  provided  that  the  Series  A
          Preferred Stock and each Other Series of Preferred Stock,  voting as a
          class,  shall  not have  the  right to  elect  more  than one  Special
          Director (in addition to any Special  Director to which the holders of
          any Other Series of Preferred Stock are then  entitled).  Such special
          voting right of the holders of shares of Series A Preferred  Stock may
          be exercised  until all dividends in default on the Series A Preferred
          Stock  shall have been paid in full or declared  and funds  sufficient
          therefor set aside,  and when,  so paid or provided  for, such special
          voting  right of the  holders of (shares of Series A  Preferred  Stock
          shall cease, but subject always to the same provisions for the vesting
          of such special voting rights in the event of any such future dividend
          default or defaults.

               (ii)   At any time after such  special voting  rights  shall have
          so vested in the  holders of shares of Series A Preferred  Stock,  the
          President  or the  Secretary  of the  Corporation  may,  and  upon the
          written  request of the  holders of record of 10% or more in number of
          the  shares  of Series A  Preferred  Stock  and each  Other  Series of
          Preferred  Stock then  outstanding  addressed to the  Secretary at the
          principal  executive office of the

<page>

          Corporation  shall, call a special meeting of the holders of shares of
          Preferred  Stock so entitled to vote,  for the election of the Special
          Directors to be elected by them as herein provided,  to be held within
          60 days after such call and at the place and upon the notice  provided
          by law and in the Bylaws for the holding of meetings of  stockholders;
          provided,  however,  that the President or the Secretary  shall not be
          required to call such special  meeting in the case of any such request
          received  less  than 60 days  before  the date  fixed  for any  annual
          meeting of  stockholders,  and if in such case such special meeting is
          not  called or held,  the  holders  of shares  of  Preferred  Stock so
          entitled  to vote shall be entitled  to  exercise  the special  voting
          rights provided in this paragraph at such annual meeting.  If any such
          special  meeting  required to be called as above provided shall not be
          called by the President or the Secretary  within 30 days after receipt
          of any such  request,  then the  holders  of  record of 10% or more in
          number of the shares of Series A Preferred Stock and each Other Series
          of Preferred  Stock then  outstanding  may designate in writing one of
          their number to call such meeting,  and the person so designated  may,
          at the expense of the Corporation, call such meeting to be held at the
          place  and upon the  notice  given by such  person,  and for that sole
          purpose  shall have access to the stock books of the  Corporation.  No
          such special  meeting and no  adjournment  thereof  shall be held on a
          date later than 60 days before the annual meeting of stockholders. If,
          at any  meeting  so called or at any  annual  meeting  held  while the
          holders of shares of Series A Preferred  Stock have the special voting
          rights  provided for in this  paragraph,  the holders of not less than
          40% of the aggregate voting power of Series A Preferred Stock and each
          Other Series of Preferred Stock then outstanding are present in person
          or by proxy,  which  percentage  shall be  sufficient  to constitute a
          quorum for the election of  additional  directors as herein  provided,
          the then authorized  number of directors of the  Corporation  shall be
          increased by the number of Special Directors to be elected,  as of the
          time of such  special  meeting  or the time of the first  such  annual
          meeting held while such holders  have special  voting  rights and such
          quorum is  present  and the  holders  of shares of Series A  Preferred
          Stock and each Other  Series of  Preferred  Stock,  voting as a class,
          shall be  entitled  to elect the  Special  Director  or  Directors  so
          provided  for. If the  directors of the  Corporation  are then divided
          into classes under provisions of the Amended and Restated  Certificate
          or the Bylaws,  the Special Director or Directors shall belong to each
          class of  directors  in which a vacancy is created as a result of such
          increase  in the  authorized  number of  directors.  If the  foregoing
          expansion  of the size of the  Board of  Directors  shall not be valid
          under applicable law, then the holders of shares of Series A Preferred
          Stock and of each Other Series of Preferred Stock,  voting as a class,
          shall be entitled,  at the meeting of stockholders at which they would
          otherwise have voted, to elect a Special Director or Directors to fill
          any then  existing  vacancies  on the  Board of  Directors,  and shall
          additionally be entitled,  at such meeting and each subsequent meeting
          of stockholders  at which  directors are elected,  to elect all of the
          directors then being elected until by such class vote the  appropriate
          number of Special Directors has been so elected.

               (iii)  Upon the election at such meeting by the holders of shares
          of Series A Preferred Stock and each Other Series of Preferred  Stock,
          voting as a class,  of the  Special  Director  or  Directors  they are
          entitled  so to elect,  the  persons so  elected,  together  with such
          persons as may be  directors  or as may have been elected as directors
          by the  holders of all shares  (including  Series A  Preferred  Stock)
          otherwise  entitled to vote for directors,  shall  constitute the duly
          elected directors of the Corporation. Each Special Director so
<page>

          elected  by  holders  of shares of Series A  Preferred  Stock and each
          Other Series of Preferred Stock,  voting as a class, shall serve until
          the next annual meeting or until their respective  successors shall be
          elected and qualified,  or if any such Special Director is a member of
          a class of directors  under  provisions  dividing the  directors  into
          classes,  each such  Special  Director  shall  serve  until the annual
          meeting at which the term of office of such Special  Director's  class
          shall  expire or until  such  Special  Director's  successor  shall be
          elected  and  shall  qualify,   and  at  each  subsequent  meeting  of
          stockholders at which the  directorship of any Special  Director is up
          for  election,  said special  class  voting  rights shall apply in the
          reelection of such Special Director or in the election of such Special
          Director's successor;  provided, however, that whenever the holders of
          shares of Series A Preferred  Stock and each Other Series of Preferred
          Stock shall be  divested  of the  special  rights to elect one or more
          Special  Directors  as above  provided,  the  terms of  office  of all
          persons elected as Special Directors, or elected to fill any vacancies
          resulting from the death, resignation, or removal of Special Directors
          shall  forthwith  terminate  (and the  number  of  directors  shall be
          reduced accordingly).

               (iv)   If, at any time after a special  meeting of  stockholders
          or an annual meeting of stockholders at which the holders of shares of
          Series A Preferred  Stock and each Other  Series of  Preferred  Stock,
          voting as a class,  have  elected  one or more  Special  Directors  as
          provided above,  and while the holders of shares of Series A Preferred
          Stock and each Other Series of Preferred Stock shall be entitled so to
          elect one or more Special  Directors,  the number of Special Directors
          who  have  been  so  elected   (or  who  by  reason  of  one  or  more
          resignations,  deaths or removals have succeeded any Special Directors
          so  elected)  shall by  reason of  resignation,  death or  removal  be
          reduced the vacancy in the Special  Directors may be filled by any one
          or more remaining Special Director or Special Directors.  In the event
          that such  election  shall not occur within 30 days after such vacancy
          arises, or in the event that there shall not be incumbent at least one
          Special  Director,  the President or the Secretary of the  Corporation
          may,  and upon the written  request of the holders of record of 10% or
          more in number of the  shares  of  Series A  Preferred  Stock and each
          Other  Series of  Preferred  Stock then  outstanding  addressed to the
          Secretary at the principal  office of the  Corporation  shall,  call a
          special  meeting of the holders of shares of Series A Preferred  Stock
          and each Other Series of Preferred  Stock so entitled to vote,  for an
          election to fill such vacancy or vacancies,  to be held within 60 days
          after such call and at the place and upon the notice  provided  by law
          and in the  Bylaws  for  the  holding  of  meetings  of  stockholders:
          provided,  however,  that the President or the Secretary  shall not be
          required to call such special  meeting in the case of any such request
          received  less  than 90 days  before  the date  fixed  for any  annual
          meeting of  stockholders,  and if in such case such special meeting is
          not called,  the holders of shares of  Preferred  Stock so entitled to
          vote  shall be  entitled  to fill such  vacancy or  vacancies  at such
          annual meeting.  If any such special meeting  required to be called as
          above  provided  shall not be called by the President or the Secretary
          within 30 days after receipt of any such request,  then the holders of
          record of 10% or more in number  of the  shares of Series A  Preferred
          Stock and each Other Series of Preferred  Stock then  outstanding  may
          designate in writing one of their number to call such meeting, and the
          person so designated may, at the expense of the Corporation, call such
          meeting  to be held at the place and upon the notice  above  provided,
          and for that  purpose  shall  have  access to
<page>

          the stock books of the  Corporation;  no such  special  meeting and no
          adjournment  thereof shall be held on a date later than 60 days before
          the annual meeting of stockholders.

          (d)  Nothing herein shall prevent the directors or  stockholders  from
taking  any  action to  increase  the  number of  authorized  shares of Series A
Preferred  Stock,  or increasing  the number of  authorized  shares of Preferred
Stock  of the same  class  as the  Series A  Preferred  Stock or the  number  of
authorized shares of Common Stock, or changing the par value of the Common Stock
or Preferred Stock, or issuing options, warrants or rights to any class of stock
of the Corporation as authorized by the Amended and Restated Certificate,  as it
may hereafter be amended.

          (e)  Except  as set  forth  herein,  holders  of  shares  of  Series A
Preferred  Stock shall have no special voting rights and their consent shall not
be required  (except to the extent they are entitled to vote as set forth in the
Amended and Restated  Certificate  or herein or by law) for taking any corporate
action.

        Section 4.      Certain Restrictions.
                        --------------------

        (a)    Whenever any dividends  or  other  distributions  payable on the
Series A  Preferred  Stock as  provided  in  Section  2 hereof  are in  arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared,  on shares of Series A Preferred Stock  outstanding  shall have
been paid in full, the Corporation shall not, directly or indirectly:

                (i)   declare  or      pay  dividends  on, or  make  any  other

     distributions  with respect to, any shares of stock ranking  junior (either
     as to  dividends  or upon  liquidation,  dissolution  or winding up) to the
     Series A Preferred Stock;

               (ii)   declare  or  pay   dividends    on  or   make  any   other

     distributions  with  respect  to, any  shares of stock  ranking on a parity
     (either as to dividends  or upon  liquidation,  dissolution  or winding up)
     with the Series A Preferred Stock,  except dividends paid ratably on shares
     of the  Series  A  Preferred  Stock  and all  such  parity  stock  on which
     dividends  are payable or in arrears in  proportion to the total amounts to
     which the holders of all such shares are then entitled;

               (iii)  redeem or purchase or otherwise  acquire for consideration
     shares  of any  stock  ranking  junior  (either  as to  dividends  or  upon
     liquidation,  dissolution  or winding up) to the Series A Preferred  Stock,
     provided that the Corporation may at any time redeem, purchase or otherwise
     acquire shares of any such junior stock in exchange for shares of any stock
     of  the  Corporation  ranking  junior  (either  as  to  dividends  or  upon
     dissolution, liquidation or winding up) to the Series A Preferred Stock; or

               (iv)   purchase or otherwise acquire for consideration any shares
     of Series A  Preferred  Stock,  or any shares of stock  ranking on a parity
     with the Series A Preferred  Stock,  except in  accordance  with a purchase
     offer made in  writing or by  publication  (as  determined  by the Board of
     Directors)  to all  holders of such  shares upon such terms as the Board of
     Directors,  after consideration of the respective annual dividend rates and
     other relative rights and preferences of the respective series and classes,
     shall  determine
<page>

     in good  faith  will  result  in fair and  equitable  treatment  among  the
     respective series or classes.

          (b)  The  Corporation  shall  not    permit  any  subsidiary  of  the
Corporation  to purchase or  otherwise  acquire for  consideration,  directly or
indirectly, any shares of stock of the Corporation unless the Corporation could,
under paragraph (a) of this Section 4, purchase or otherwise acquire such shares
at such time and in such manner.

        Section 5.      Reacquired Shares.
                        -----------------

     Any shares of Series A Preferred Stock  purchased or otherwise  acquired by
the Corporation in any manner  whatsoever shall be retired and canceled promptly
after the  acquisition  thereof.  All such shares shall upon their  cancellation
become authorized but unissued shares of preferred stock, without designation as
to series,  and may be reissued as part of any series of preferred stock created
by  resolution  or  resolutions  of the Board of Directors  (including  Series A
Preferred  Stock),  subject to the conditions and  restrictions  on issuance set
forth herein.

        Section 6.      Liquidation, Dissolution or Winding Up.
                        --------------------------------------

     Upon any  liquidation,  dissolution  or winding up of the  Corporation.  no
distribution shall be made to:

        (a)     the holders  of  shares  of stock  ranking junior (either as  to
dividends  or upon  liquidation,  dissolution  or  winding  up) to the  Series A
Preferred  Stock  unless,  prior  thereto,  the  holders  of  shares of Series A
Preferred  Stock shall have  received  the greater of (i) $1.00 per share ($.00l
per one  one-thousandth of a share),  plus an amount equal to accrued and unpaid
dividends and  distributions  thereon,  whether or not declared,  to the date of
such payment,  or (ii) an aggregate  amount per share,  subject to the provision
for adjustment  hereinafter set forth,  equal to 1000 times the aggregate amount
to be  distributed  per  share  to  holders  of  shares  of  Common  Stock  (the
"Adjustment Number"); or

        (b)     the holders of shares of stock ranking on a parity (either as to
dividends  or upon  liquidation,  dissolution  or winding  up) with the Series A
Preferred  Stock  except  distributions  made  ratably on the Series A Preferred
Stock and all other such  parity  stock in  proportion  to the total  amounts to
which the  holders  of all such  shares  are  entitled  upon  such  liquidation,
dissolution or winding up.

     In the event  that the  Corporation  shall at any time  declare  or pay any
dividend  on  Common  Stock  payable  in shares  of  Common  Stock,  or effect a
subdivision or combination or consolidation of the outstanding  shares of Common
Stock (by  reclassification  or  otherwise)  into a greater or lesser  number of
shares of Common Stock,  then and in each such event,  the  aggregate  amount to
which  the  holder  of each  share of  Series A  Preferred  Stock  was  entitled
immediately prior to such event under the proviso in clause (a) of the preceding
sentence  shall be  adjusted  by  multiplying  such  amount by a  fraction,  the
numerator  of  which  is the  number  of  shares  of  Common  Stock  outstanding
immediately  after such  event,  and the  denominator  of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

<PAGE>

        Section 7.        Consolidation, Merger, etc.
                          ---------------------------

     In the event  that the  Corporation  shall  enter  into any  consolidation,
merger, combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or  securities,  cash and/or any other
property,  or  otherwise  changed,  then and in each such  event,  the shares of
Series A  Preferred  Stock  shall at the same  time be  similarly  exchanged  or
changed  in an  amount  per  share  (subject  to the  provision  for  adjustment
hereinafter  set  forth)  equal to 1000  times  the  aggregate  amount of stock,
securities,  cash and/or any other property  (payable in kind),  as the case may
be, into which or for which each share of Common Stock is changed or  exchanged.
In the event that the Corporation  shall at any time declare or pay any dividend
on Common Stock  payable in shares of Common Stock,  or effect a subdivision  or
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification  or  otherwise)  into a greater  or lesser  number of shares of
Common Stock, then and in each such event, the amount set forth in the preceding
sentence  with respect to the exchange or change of shares of Series A Preferred
Stock shall be adjusted by multiplying such amount by a fraction,  the numerator
of which is the number of shares of Common Stock  outstanding  immediately after
such event. and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

        Section 8.      Redemption.
                        ----------

     The  outstanding  shares of Series A Preferred Stock may be redeemed at the
option of the Board of  Directors,  at any time, at a cash price per share equal
to (i) 100% of the  product  of the  Adjustment  Number (as set forth in Section
6(a)) times the Average  Market Value (as such term is  hereinafter  defined) of
the Common Stock,  plus (ii) all  dividends  which on the  redemption  date have
accrued on the shares to be redeemed  and have not been paid or  declared  and a
sum sufficient for the payment  thereof set apart,  without  interest,  provided
however,  that if and whenever any quarterly  dividend shall have accrued on the
Series A that has not been paid or declared and a sum sufficient for the payment
thereof set apart,  the  Corporation  may not purchase or otherwise  acquire any
shares of Series A unless all shares of such stock at the time  outstanding  are
so purchased or otherwise acquired. The "Average Market Value" is the average of
the closing  sale prices of a share of the Common Stock during the 30 day period
immediately  preceding the date before the redemption date on the Composite Tape
for New York Stock Exchange  Listed  Stocks,  or, if such stock is not quoted on
the  Composite  Tape, on the New York Stock  Exchange,  or, if such stock is not
listed on such  Exchange,  on the principal  United States  securities  exchange
registered  on  which  such  stock  is  listed,  or,  if such  stock  is not bid
quotations  with respect to a share of Common Stock during such 30-day period on
the National Association of Securities Dealers, Inc. Automated Quotations System
or any system  then in use, or if no such  quotations  are  available,  the fair
market  value  of a share of the  Common  Stock as  determined  by the  Board of
Directors in good faith.

        Section 9.      Rank.
                         ----

         Unless otherwise provided in the Amended and Restated Certificate or a
Certificate of Designations relating to a subsequent series of preferred stock
of the Corporation, the Series A Preferred Stock shall rank junior to all other
series of the Corporation's preferred stock as to the
<PAGE>

payment of dividends and the distribution of assets on liquidation,  dissolution
or winding up, and senior to the Common Stock of the Corporation.

        Section 10.     Amendment.
                        ---------

     The Amended  and  Restated  Certificate  shall not be amended in any manner
that would  materially and adversely alter or change the powers,  preferences or
special rights of the Series A Preferred Stock without the  affirmative  vote of
the  holders  of at least a  majority  of the  outstanding  shares  of  Series A
Preferred Stock, voting together as a single series.

        Section 11.     Fractional Shares.
                        -----------------

     Series A  Preferred  Stock may be issued  in  fractions  of a share (in one
one-thousandths  (1/1000) of a share and integral  multiples thereof) that shall
entitle the holder thereof, in proportion to such holder's fractional shares, to
exercise voting rights, receive dividends, participate in distributions and have
the  benefit  of all other  rights of  holders  of shares of Series A  Preferred
Stock.


                         [Signatures on following page]


<PAGE>


     IN WITNESS  WHEREOF,  the  Corporation  has caused its corporate seal to be
hereunto affixed and this  Certificate to be signed by Alfred S. Dominick,  Jr.,
President and Chief Executive Officer,  and attested by Albert N. Wergley,  Vice
President,  General  Counsel and  Secretary,  this 30th day of  May, 2002.

                                     /s/ Alfred S. Dominick, Jr.
                                     --------------------------------
                                     Alfred S. Dominick, Jr.
                                     President and Chief Executive Officer


ATTEST:

/s/ Albert N. Wergley
----------------------------
Albert N. Wergley
Vice President, General Counsel
and Secretary

(Corporate Seal)


COMMONWEALTH OF VIRGINIA   )
                           )        SS
COUNTY OF FAIRFAX          )

     BE IT REMEMBERED that on this 30th day of May, 2002, personally came before
me, a Notary  Public,  in and for the  County  and  State  aforesaid,  Alfred S.
Dominick,  Jr., President and Chief Executive Officer of InteliData Technologies
Corporation,  a  Delaware  corporation,  and  he  duly  executed  the  foregoing
Certificate  before me and  acknowledged  the said Certificate to be his act and
deed and the act and deed of said  corporation  and the facts stated therein are
true;  and  that  the seal  affixed  to said  Certificate  and  attested  by the
Secretary of said corporation is the corporate seal of said corporation.

     IN WITNESS  WHEREOF,  I have hereunto set my hand and notarial seal the day
and year aforesaid.

                                     /s/ Kelly A. Thompson-Vogel
                                     --------------------------------
                                     Kelly A. Thompson-Vogel
                                     Notary Public