<PAGE>

                                                                     EXHIBIT 4.3


              CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS

                                      of

             SERIES A PREFERRED STOCK AND SERIES B PREFERRED STOCK

                                      of

                                 BANCTEC, INC.

       (Pursuant to Section 151 of the Delaware General Corporation Law)

                             _____________________


          BANCTEC, INC., a corporation organized and existing under the laws of
the State of Delaware (the "Corporation"), hereby certifies that, pursuant to
authority vested in the Board of Directors of the Corporation by Article Fourth
of the Certificate of Incorporation of the Corporation, the following resolution
was adopted as of February 27, 2001 by the Board of Directors of the Corporation
pursuant to Section 141 of the Delaware General Corporation Law:

          "RESOLVED that, pursuant to authority vested in the Board of Directors
     of the Corporation by Article Fourth of the Corporation's Certificate of
     Incorporation, of the total authorized number of 1,000,000 shares of
     Preferred Stock, $.01 par value per share, of the Corporation, there shall
     be designated a series of 35,520 shares which shall constitute a single
     series to be known as "Series B Preferred Stock" (hereinafter called the
     "Series B Preferred Stock").  The Series B Preferred Stock shall have the
     voting powers, designations, preferences and other special rights, and
     qualifications, limitations and restrictions thereof set forth below.  In
     addition, the voting powers, designations, preferences and other special
     rights, and qualifications, limitations and restrictions of the 100,000
     shares of Series A Preferred Stock previously issued by the Corporation
     (hereinafter called the "Series A Preferred Stock" and, collectively with
     the Series B Preferred Stock, the "Preferred Stock") are hereby amended and
     restated as set forth below:

          Except as otherwise expressly provided herein, (a) all shares of
     Series A Preferred Stock shall be identical and shall entitle the holders
     thereof to the same rights and privileges, and all shares of Series B
     Preferred Stock shall be identical and shall entitle the holders thereof to
     the same rights and privileges and (b) with respect to dividend rights,
     redemption rights and rights on liquidation, winding up, corporate
     reorganization and dissolution, the Series A Preferred Stock and the Series
     B Preferred Stock shall (i) rank pari passu with each other and (ii) rank
     senior to (A) the Common Stock, $.01 par value per share, of the
     Corporation (the "Common Stock"), (B) the Class A Common
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     Stock, s.01 par value per share, of the Corporation (the "Class A Common
     Stock") and (C) all classes and series of stock of the Corporation now or
     hereafter authorized, issued or outstanding ranking pari passu or junior to
     the Preferred Stock (such stock, collectively with the Common Stock and the
     Class A Common Stock, being hereinafter called the "Junior Stock").

                     SERIES A AND SERIES B PREFERRED STOCK
                     -------------------------------------

               1.   Dividends.
                    ---------

               1A.  Dividends.  The holders of Preferred Stock shall be entitled
                    ---------
     to receive, out of funds legally available for such purpose, cash dividends
     at the rate of (i) in the case of the Series A Preferred Stock, 7% per
     annum (computed on the basis of a 365-day year) of the Stated Value (as
     defined below) per share and (ii) in the case of the Series B Preferred
     Stock, 25% per annum (computed on the basis of a 365-day year) of the
     Stated Value (as defined below) per share.  Such dividends shall be payable
     (x) quarterly in arrears on March 1, June 1, September 1 and December 1 of
     each year (each such payment date being referred to herein as a "Dividend
     Payment Date"), commencing on the Dividend Payment Date immediately
     following the date of issuance thereof, or (y) when and as declared by the
     Board of Directors of the Corporation.  Dividends on the Preferred Stock
     shall be cumulative and shall accrue quarterly from and after the date of
     issue of the Preferred Stock whether or not declared and whether or not
     there are any funds of the Corporation legally available for the payment of
     dividends.  The Board of Directors of the Corporation may fix a record date
     for the determination of holders of Preferred Stock entitled to receive
     payment of a dividend declared thereon, which record date shall be no more
     than 60 days prior to the date fixed for the payment thereof.

               1B.  Adjustment to Stated Value.  Notwithstanding anything to the
                    --------------------------
     contrary provided in this Certificate of Designations, in the event that
     any portion of the quarterly dividend on the Preferred Stock is not
     declared and paid in cash on any Dividend Payment Date, the amount of such
     accrued dividend which is not so paid shall be accumulated and shall
     automatically be added to the Stated Value of such share on such Dividend
     Payment Date.  Accumulated dividends on shares of Preferred Stock that have
     previously been added to the Stated Value thereof pursuant to the terms of
     this subparagraph 1B, may, in the discretion of the Board of Directors of
     the Corporation, be paid in cash on any Dividend Payment Date.  Accumulated
     dividends on any share of Preferred Stock which are added to the Stated
     Value of such share pursuant to this subparagraph 1B shall not be deemed to
     be in arrears for any purpose whatsoever.  As used herein, the "Stated
     Value" per share of the Preferred Stock shall mean the sum of (i) $150,
     plus (ii) all accumulated and unpaid dividends, if any, added to such
     Stated Value pursuant to this subparagraph 1B, less (iii) all amounts paid
     in cash in respect of such previously accumulated and unpaid dividends, if
     any, that were originally added to such Stated Value pursuant to this
     subparagraph 1B.

               1C.  Dividend Preference.  As long as any shares of Preferred
                    -------------------
     Stock

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<PAGE>

     shall remain outstanding, in no event shall any dividend be declared or
     paid upon, nor shall any distribution be made upon, any shares of Junior
     Stock, nor (without the consent of the holders of a majority in interest of
     the outstanding Preferred Stock voting together as a single class) shall
     any shares of Junior Stock be purchased or redeemed by the Corporation
     (other than purchases and repurchases of shares of Common Stock from
     employees, consultants and other stockholders of the Corporation pursuant
     to, and in accordance with the terms of, an employee stock option plan
     established by the Corporation pursuant to which the Corporation has the
     right to repurchase such shares of Common Stock for a consideration not
     greater than the consideration paid for such shares by such employee,
     consultant or stockholder), nor shall any moneys be paid to or made
     available for a sinking fund for the purchase or redemption of shares of
     any Junior Stock.

               2.   Redemption.  The shares of Preferred Stock shall be
                    ----------
     redeemable as follows:

               2A.  Mandatory Redemption.  To the extent legally permitted and
                    --------------------
     approved by the holders of a majority of the Series A Preferred Stock at
     the time outstanding, the Corporation shall redeem (in the manner and with
     the effect provided in subparagraphs 2D through 2G below), on September 22,
     2008, all issued and outstanding shares of Series A Preferred Stock.

               2B.  Redemption at Option of Holders.  In case of (i) a merger or
                    -------------------------------
     consolidation of the Corporation with or into another entity (other than a
     merger in which the Corporation is the surviving corporation and which will
     not result in more than 50% of the capital stock of the Corporation
     outstanding immediately after the effective date of such merger being owned
     of record or beneficially by persons other than the holders of such capital
     stock immediately prior to such merger), (ii) the sale or other disposition
     of all or substantially all of the assets or properties of the Corporation
     or any of its subsidiaries, or of any division of the Corporation or any of
     its subsidiaries, (iii) the acquisition of "beneficial ownership" by any
     "person" or "group" (other than Welsh, Carson, Anderson & Stowe VIII, L.P.
     or its affiliates) of voting stock of the Corporation representing more
     than 50% of the voting power of all outstanding shares of such voting
     stock, whether by way of merger or consolidation or otherwise, or (iv) a
     "Qualified IPO" as defined in subparagraph 4H (any event described in the
     foregoing clauses (i) through (iv) being referred to herein as a "Liquidity
     Event"), the Corporation shall, not later than 45 days prior to the
     effective date of any such Liquidity Event, give written notice thereof
     (the "Liquidity Event Notice") to each holder of shares of Preferred Stock.
     In the event that within 15 days after receipt of the Liquidity Event
     Notice, the holders of a majority of the outstanding shares of Series A
     Preferred Stock elect, by written notice to the Corporation, to have any or
     all of their shares of Series A Preferred Stock redeemed, the Corporation
     shall redeem, to the

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     extent legally permitted, the same (in the manner and with the effect
     provided in subparagraphs 2D through 2G below) not later than the day prior
     to the effective date of such Liquidity Event.

               As used herein, (i) the terms "person" and "group" shall have the
     meaning set forth in Section 13(d)(3) of the Securities Exchange Act of
     1934, as amended (the "Exchange Act"), whether or not applicable, (ii) the
     term "beneficial owner" shall have the meaning set forth in Rules 13d-3 and
     13d-5 under the Exchange Act, whether or not applicable, except that a
     person shall be deemed to have "beneficial ownership" of all shares that
     any such person has the right to acquire, whether such right is exercisable
     immediately or only after the passage of time or upon the occurrence of
     certain events, and (iii) any "person" or "group" will be deemed to
     beneficially own any voting stock of the Corporation so long as such person
     or group beneficially owns, directly or indirectly, in the aggregate a
     majority of the voting stock of a registered holder of the voting stock of
     the Corporation.

               2C.  Redemption at Option of Corporation.  The Corporation may,
                    -----------------------------------
     in its sole discretion, redeem at any time and from time to time (in the
     manner and with the effect provided in subparagraphs 2D through 2G below),
     any whole number of shares of Series A Preferred Stock or Series B
     Preferred Stock.

               2D.  Redemption Price.  Any date on which the Corporation elects
                    ----------------
     or is required to redeem shares of Preferred Stock as provided in
     subparagraph 2A, 2B or 2C shall be referred to as a "Redemption Date."  The
     Preferred Stock to be redeemed on a Redemption Date shall be redeemed by
     paying for each share the sum of (i) the Stated Value per share as of such
     Redemption Date, plus (ii) an amount equal to dividends accumulated and
     unpaid thereon (to the extent not included in the Stated Value of such
     shares) up to such Redemption Date, the sum of (i) and (ii) being herein
     sometimes referred to as the "Redemption Price".  In the case of a
     redemption pursuant to subparagraph 2A or 2C above, not less than 30 days
     before such Redemption Date, written notice shall be given by registered
     mail, postage prepaid to the holders of record of the Preferred Stock to be
     redeemed, such notice to be addressed to each such stockholder at his post
     office address as shown by the records of the Corporation, specifying the
     number of shares of Series A Preferred Stock to be redeemed, the paragraph
     or paragraphs of this Certificate of Designations pursuant to which such
     redemption shall be made, the Redemption Price and the place and date of
     such redemption, which date shall not be a day on which banks in the City
     of New York are required or authorized to close.  If a notice of redemption
     shall have been duly given under subparagraph 2B above or this subparagraph
     2C and if on or before such Redemption Date the funds necessary for
     redemption shall have been set aside so as to be and continue to be
     available therefor, then, notwithstanding that any certificate for shares
     of Preferred Stock to be redeemed shall not have been surrendered for
     cancellation, after the close of business on such Redemption Date, the
     shares so called for redemption shall no longer be deemed outstanding, the
     dividends thereon shall cease to accrue, and all rights with respect to
     such shares shall forthwith after the close of business on the Redemption
     Date, cease, except only the right of the holders thereof to receive, upon
     presentation of the certificate

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     representing shares so called for redemption, the Redemption Price
     therefor, without interest thereon.

               2E.  Redeemed or Otherwise Acquired Shares to Be Retired.  Any
                    ---------------------------------------------------
     shares of the Preferred Stock redeemed pursuant to this paragraph 2 or
     otherwise acquired by the Corporation in any manner whatsoever shall be
     permanently retired and shall not under any circumstances be reissued; and
     the Corporation may from time to time take such appropriate corporate
     action as may be necessary to reduce the number of authorized shares of
     Preferred Stock accordingly.

               2F.  Shares to be Redeemed.  In case of the redemption under this
                    ---------------------
     paragraph 2, for any reason, of only a part of the outstanding shares of
     the Series A Preferred Stock or the Series B Preferred Stock on a
     Redemption Date, all shares of Preferred Stock to be redeemed shall be
     selected pro rata, and there shall be so redeemed from each registered
              --- ----
     holder in whole shares, as nearly as practicable to the nearest share, that
     proportion of all the shares of the applicable class to be redeemed which
     the number of shares held of record by such holder bears to the total
     number of shares of Preferred Stock of the applicable class at the time
     outstanding.

               2G.  Credit Facility.  Notwithstanding anything herein to the
                    ----------------
     contrary, any redemption of shares of Preferred Stock pursuant to
     subparagraph 2B above is subject to the following:  Any cash proceeds or
     other consideration received by the Corporation or any subsidiary of the
     Corporation, as the case may be, in connection with any of the transactions
     described in subparagraph 2B shall be used by the Corporation to repay any
     and all amounts owed by the Corporation pursuant to the terms and
     conditions of the Credit Agreement, dated as of July 22, 1999, among the
     Corporation and the other parties signatory thereto, prior to the
     Corporation's redemption of any Preferred Stock pursuant to subparagraph
     2B.

               3.   Liquidation.  Upon any liquidation, dissolution or winding
                    -----------
     up of the Corporation, whether voluntary or involuntary, the holders of the
     shares of Preferred Stock, before any distribution or payment is made upon
     the Junior Stock, shall be entitled to be paid for each share, with each
     series being determined separately the sum of (x) the Stated Value per
     share as of such date of liquidation, dissolution or winding up (the
     "Liquidation Date"), plus (y) an amount equal to dividends accumulated but
     unpaid thereon (to the extent not included in the Stated Value of such
     share) up to the Liquidation Date, the sum of (x) and (y) above being
     herein sometimes referred to as the "Liquidation Payments".

               If, upon such liquidation, dissolution or winding up of the
     Corporation, whether voluntary or involuntary, the assets to be distributed
     among the holders of Preferred Stock shall be insufficient to permit
     payment to such holders of the preferential amounts to which they are
     entitled, then the entire assets of the Corporation to be so distributed
     shall be distributed ratably among the holders of Preferred Stock.  Upon
     any such liquidation, dissolution or winding up of the Corporation, after
     the holders of Preferred Stock shall have been paid in full the amounts to
     which they shall be entitled,

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     the remaining net assets of the Corporation available for distribution to
     its shareholders may be distributed to the holders of the Junior Stock.
     Written notice of such liquidation, dissolution or winding up, stating a
     payment date, the amount of the Liquidation Payments, and the place where
     said Liquidation Payments shall be payable, shall be given by registered
     mail, postage prepaid, not less than 45 days prior to the payment date
     stated therein, to the holders of record of Preferred Stock, such notice to
     be addressed to each such holder at his post office address as shown by the
     records of the Corporation. A Liquidity Event shall not be deemed to be a
     liquidation, dissolution or winding up of the Corporation within the
     meaning of the provisions of this paragraph 3.

               4.   Conversion of Series B Preferred Stock.
                    --------------------------------------

               4A.  Right to Convert.  Subject to the terms and conditions of
                    ----------------
     this paragraph 4, the holder of any share or shares of Series B Preferred
     Stock shall have the right, at its option at any time, to convert any such
     shares of Series B Preferred Stock (except that upon any liquidation,
     dissolution or winding up of the Corporation the right of conversion shall
     terminate at the close of business on the last full business day next
     preceding the date fixed for payment of the amount distributable on the
     Series B Preferred Stock), into such number of fully paid and nonassessable
     whole shares of Common Stock as is obtained by multiplying the number of
     shares of the Series B Preferred Stock so to be converted by $150 and
     dividing the result by $8.325 per share, or by the conversion price as last
     adjusted and in effect at the date any share or shares of Series B
     Preferred Stock are surrendered for conversion (such conversion price as
     last adjusted being referred to herein as the "Series B Conversion Price").

               The rights of conversion contained in this subparagraph 4A shall
     be exercised by the holder of shares of Series B Preferred Stock by giving
     written notice that such holder elects to convert a stated number of shares
     of Series B Preferred Stock into Common Stock and by surrender of a
     certificate or certificates for the shares so to be converted to the
     Corporation at its principal office (or such other office or agency of the
     Corporation as the Corporation may designate by notice in writing to the
     holder or holders of the Series B Preferred Stock) at any time during its
     usual business hours on the date set forth in such notice, together with a
     statement of the name or names (with address) in which the certificate or
     certificates for shares of Common Stock shall be issued.

               4B.  Issuance of Certificates; Time Conversion Effected.
                    --------------------------------------------------
     Promptly after the receipt of the written notice referred to in
     subparagraph 4A and surrender of the certificate or certificates for the
     share or shares of Series B Preferred Stock to be converted, the
     Corporation shall issue and deliver, or cause to be issued and delivered,
     to the holder, registered in such name or names as such holder may direct,
     a certificate or certificates for the number of whole shares of Common
     Stock issuable upon the conversion of such share or shares of Series B
     Preferred Stock.  To the extent permitted by law, such conversion shall be
     deemed to have been effected, and the Series B Conversion Price shall be
     determined, as of the close of business on the date on which such written
     notice shall have been received by the Corporation and the certificate or
     certificates for such share or shares shall have been surrendered as
     aforesaid, and at such

                                       6
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     time the rights of the holder of such share or shares of Series B Preferred
     Stock shall cease, and the person or persons in whose name or names any
     certificate or certificates for shares of Common Stock shall be issuable
     upon such conversion shall be deemed to have become the holder or holders
     of record of the shares represented thereby.

               4C.  Dividends; Fractional Shares; Partial Conversion.
                    ------------------------------------------------
     Notwithstanding any other provision of this Certificate of Designations,
     upon any conversion of shares of Series B Preferred Stock into Common
     Stock, the holder of such shares shall relinquish any right to receive
     dividends accumulated and unpaid thereon (whether or not included in the
     Stated Value of such shares).  No fractional shares may be issued upon
     conversion of the Series B Preferred Stock into Common Stock.  In case the
     number of shares of Series B Preferred Stock represented by the certificate
     or certificates surrendered pursuant to subparagraph 4A exceeds the number
     of shares converted, the Corporation shall, upon such conversion, execute
     and deliver to the holder thereof, at the expense of the Corporation, a new
     certificate or certificates for the number of shares of Series B Preferred
     Stock represented by the certificate or certificates surrendered which are
     not to be converted.  If any fractional interest in a share of Common Stock
     would, except for the provisions of the first sentence of this subparagraph
     4C, be deliverable upon any such conversion, the Corporation, in lieu of
     delivering the fractional share thereof, shall pay to the holder
     surrendering the Series B Preferred Stock for conversion an amount in cash
     equal to the current market price or fair value of such fractional interest
     as determined in good faith by the Board of Directors of the Corporation.

               4D.  Adjustment of Series B Conversion Price Upon Issuance of
                    --------------------------------------------------------
     Common Stock.  Except as provided in subparagraph 4F hereof, if the
     ------------
     Corporation shall issue or sell, or is in accordance with subparagraphs
     4D(1) through 4D(6) deemed to have issued or sold, any shares of its Common
     Stock without consideration or for a consideration per share less than the
     Series B Conversion Price in effect immediately prior to the time of such
     issue or sale, then, forthwith upon such issue or sale, the Series B
     Conversion Price shall be reduced to the price (calculated to the nearest
     cent) determined by dividing (i) an amount equal to the sum of (a) Adjusted
     Outstanding Common Stock (as defined below) multiplied by the then existing
     Series B Conversion Price, plus (b) the consideration, if any, received by
     the Corporation upon such issue or sale, by (ii) an amount equal to the sum
     of Adjusted Outstanding Common Stock plus the number of shares of Common
     Stock issued or sold or deemed to have been issued or sold.

               For the purposes of this subparagraph 4D, the following terms
     shall have the meanings set forth below:

               "Adjusted Outstanding Common Stock" shall mean the sum of (i) the
          number of shares of Common Stock outstanding immediately prior to such
          issue or sale (including as outstanding all shares of Common Stock
          issuable upon conversion of outstanding Series B Preferred Stock),
          plus (ii) the number of shares of Common Stock issuable upon the
          exercise of any outstanding stock subscription warrants and vested
          stock options (reduced by the number of shares which, when multiplied
          by the then current Series B Conversion Price, would

                                       7
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          equal the aggregate exercise price for such warrants or options, as
          the case may be).

               For purposes of this subparagraph 4D, the following subparagraphs
     4D(1) to 4D(6) shall also be applicable:

               4D(1)  Issuance of Rights or Options.  In case at any time the
                      -----------------------------
     Corporation shall in any manner grant (whether directly or by assumption in
     a merger or otherwise) any rights to subscribe for or to purchase, or any
     options for the purchase of, Common Stock or any stock or securities
     convertible into or exchangeable for Common Stock (such rights or options
     being herein called "Options" and such convertible or exchangeable stock or
     securities being herein called "Convertible Securities") whether or not
     such Options or the right to convert or exchange any such Convertible
     Securities are immediately exercisable, and the price per share for which
     Common Stock is issuable upon the exercise of such Options or upon
     conversion or exchange of such Convertible Securities (determined by
     dividing (i) the total amount, if any, received or receivable by the
     Corporation as consideration for the granting of such Options, plus the
     minimum aggregate amount of additional consideration payable to the
     Corporation upon the exercise of all such Options, plus, in the case of
     such Options which relate to Convertible Securities, the minimum aggregate
     amount of additional consideration, if any, payable upon the issue or sale
     of such Convertible Securities and upon the conversion or exchange thereof,
     by (ii) the total maximum number of shares of Common Stock issuable upon
     the exercise of such Options or upon the conversion or exchange of all such
     Convertible Securities issuable upon the exercise of such Options) shall be
     less than the Series B Conversion Price in effect immediately prior to the
     time of the granting of such Options, then the total maximum number of
     shares of Common Stock issuable upon the exercise of such Options or upon
     conversion or exchange of the total maximum amount of such Convertible
     Securities issuable upon the exercise of such Options shall be deemed to
     have been issued for such price per share as of the date of granting of
     such Options and thereafter shall be deemed to be outstanding.  Except as
     otherwise provided in subparagraph 4D(3), no adjustment of the Series B
     Conversion Price shall be made upon the actual issue of such Common Stock
     or of such Convertible Securities upon exercise of such Options or upon the
     actual issue of such Common Stock upon conversion or exchange of such
     Convertible Securities.

               4D(2)  Issuance of Convertible Securities.  In case the
                      ----------------------------------
     Corporation shall in any manner issue (whether directly or by assumption in
     a merger or otherwise) or sell any Convertible Securities, whether or not
     the rights to exchange or convert thereunder are immediately exercisable,
     and the price per share for which Common Stock is issuable upon such
     conversion or exchange (determined by dividing (i) the total amount
     received or receivable by the Corporation as consideration for the issue or
     sale of such Convertible Securities, plus the minimum aggregate amount of
     additional consideration, if any, payable to the Corporation upon the
     conversion or exchange thereof, by (ii) the total maximum number of shares
     of Common Stock issuable upon the conversion or exchange of all such
     Convertible Securities) shall be less than the Series B Conversion Price in
     effect immediately prior to the time of such issue or sale, then the total
     maximum number

                                       8
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     of shares of Common Stock issuable upon conversion or exchange of all such
     Convertible Securities shall be deemed to have been issued for such price
     per share as of the date of the issue or sale of such Convertible
     Securities and thereafter shall be deemed to be outstanding, provided that
     (a) except as otherwise provided in subparagraph 4D(3) below, no adjustment
     of the Series B Conversion Price shall be made upon the actual issue of
     such Common Stock upon conversion or exchange of such Convertible
     Securities, and (b) if any such issue or sale of such Convertible
     Securities is made upon exercise of any Option to purchase any such
     Convertible Securities for which adjustments of the Series B Conversion
     Price have been or are to be made pursuant to other provisions of this
     subparagraph 4D, no further adjustment of the Series B Conversion Price
     shall be made by reason of such issue or sale.

               4D(3)  Change in Option Price or Conversion Rate. Upon the
                      -----------------------------------------
     happening of any of the following events, namely, if (i) the purchase price
     provided for in any Option referred to in subparagraph 4D(1), (ii) the
     additional consideration, if any, payable upon the conversion or exchange
     of any Convertible Securities referred to in subparagraph 4D(1) or 4D(2) or
     (iii) the rate at which any Convertible Securities referred to in
     subparagraph 4D(1) or 4D(2) are convertible into or exchangeable for Common
     Stock shall change at any time (in each case other than under or by reason
     of provisions designed to protect against dilution), then the Series B
     Conversion Price in effect at the time of such event shall, as required,
     forthwith be readjusted to such Series B Conversion Price which would have
     been in effect at such time had such Options or Convertible Securities
     still outstanding provided for such changed purchase price, additional
     consideration or conversion rate, as the case may be, at the time initially
     granted, issued or sold; and on the expiration of any such Option or the
     termination of any such right to convert or exchange such Convertible
     Securities, the Series B Conversion Price then in effect hereunder shall,
     as required, forthwith be increased to the Series B Conversion Price which
     would have been in effect at the time of such expiration or termination had
     such Option or Convertible Securities, to the extent outstanding
     immediately prior to such expiration or termination, never been issued, and
     the Common Stock issuable thereunder shall no longer be deemed to be
     outstanding.  If the purchase price provided for in any such Option
     referred to in subparagraph 4D(1) or the rate at which any Convertible
     Securities referred to in subparagraph 4D(1) or 4D(2) are convertible into
     or exchangeable for Common Stock shall be reduced at any time under or by
     reason of provisions with respect thereto designed to protect against
     dilution, then, in case of the delivery of Common Stock upon the exercise
     of any such Option or upon conversion or exchange of any such Convertible
     Securities, the Series B Conversion Price then in effect hereunder shall,
     as required, forthwith be adjusted to such respective amount as would have
     been obtained had such Option or Convertible Securities never been issued
     as to such Common Stock and had adjustments been made upon the issuance of
     the shares of Common Stock delivered as aforesaid, but only if as a result
     of such adjustment the Series B Conversion Price then in effect hereunder
     is thereby reduced.

               4D(4)  Stock Dividends.  In case the Corporation shall declare a
                      ---------------
     dividend or make any other distribution upon any stock of the Corporation
     payable in Common Stock, Options or Convertible Securities (other than any
     such dividend payable solely in

                                       9
<PAGE>

     Common Stock, which shall be treated as a subdivision of the Corporation's
     shares of Common Stock into a greater number of shares pursuant to
     subparagraph 4E below), any Common Stock, Options or Convertible
     Securities, as the case may be, issuable in payment of such dividend or
     distribution shall be deemed to have been issued or sold without
     consideration.

               4D(5)  Consideration for Stock.  In case any shares of Common
                      -----------------------
     Stock, Options or Convertible Securities shall be issued or sold for cash,
     the consideration received therefor shall be deemed to be the amount
     received by the Corporation therefor, without deduction therefrom of any
     expenses incurred or any underwriting commissions or concessions paid or
     allowed by the Corporation in connection therewith.  In case any shares of
     Common Stock, Options or Convertible Securities shall be issued or sold for
     a consideration other than cash, the amount of the consideration other than
     cash received by the Corporation shall be deemed to be the fair value of
     such consideration as determined in good faith by the Board of Directors of
     the Corporation as confirmed by the Corporation's auditors, without
     deduction therefrom of any expenses incurred or any underwriting
     commissions or concessions paid or allowed by the Corporation in connection
     therewith.  In case any Options shall be issued in connection with the
     issue and sale of other securities of the Corporation, together comprising
     one integral transaction in which no specific consideration is allocated to
     such Options by the Corporation, such Options shall be deemed to have been
     issued without consideration, and the Series B Conversion Price shall be
     reduced as if the Corporation had subdivided its outstanding shares of
     Common Stock into a greater number of shares, as provided in subparagraph
     4E hereof.

               4D(6)  Record Date.  In case the Corporation shall take a record
                      -----------
     of the holders of its Common Stock for the purpose of entitling them (i) to
     receive a dividend or other distribution payable in Common Stock, Options
     or Convertible Securities, or (ii) to subscribe for or purchase Common
     Stock, Options or Convertible Securities, then such record date shall be
     deemed to be the date of the issue or sale of the shares of Common Stock
     deemed to have been issued or sold upon the declaration of such dividend or
     the making of such other distribution or the date of the granting of such
     right of subscription or purchase, as the case may be, provided that such
     shares of Common Stock shall in fact have been issued or sold.

               4E.    Subdivision or Combination of Stock.  In case the
                      -----------------------------------
     Corporation shall at any time subdivide its outstanding shares of Common
     Stock into a greater number of shares, the Series B Conversion Price in
     effect immediately prior to such subdivision shall be proportionately
     reduced, and conversely, in case the outstanding shares of Common Stock of
     the Corporation shall be combined into a smaller number of shares, the
     Series B Conversion Price in effect immediately prior to such combination
     shall be proportionately increased.

               4F.    Certain Issues of Common Stock Excepted.  Anything  herein
                      ---------------------------------------
     to the contrary notwithstanding, the Corporation shall not be required to
     make any adjustment of the Series B Conversion Price upon the issuance of
     Common Stock upon (i) the

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<PAGE>

     conversion of outstanding shares of Series B Preferred Stock or (ii) the
     exercise of warrants to purchase Common Stock issued by the Company prior
     to the date of first issuance of Series B Preferred Stock.

               4G.  Reorganization, Reclassification, Consolidation, Merger or
                    ----------------------------------------------------------
     Sale.  If any capital reorganization or reclassification of the capital
     ----
     stock of the Corporation or any consolidation or merger of the Corporation
     with another corporation, or the sale of all or substantially all of its
     assets to another corporation shall be effected in such a way (including,
     without limitation, by way of consolidation or merger) that holders of
     Common Stock shall be entitled to receive stock, securities or assets with
     respect to or in exchange for Common Stock, then, as a condition of such
     reorganization, reclassification, consolidation, merger or sale, lawful and
     adequate provisions (in form satisfactory to the holders of at least 66-
     2/3% of the outstanding shares of Series B Preferred Stock) shall be made
     whereby each holder of a share or shares of Series B Preferred Stock shall
     thereafter have the right to receive, upon the basis and upon the terms and
     conditions specified herein and in lieu of the shares of Common Stock of
     the Corporation immediately theretofore receivable upon the conversion of
     such shares of Series B Preferred Stock, such shares of stock, securities
     or assets as may be issuable or payable with respect to or in exchange for
     a number of outstanding shares of such Common Stock equal to the number of
     shares of such stock immediately theretofore so receivable had such
     reorganization, reclassification, consolidation, merger or sale not taken
     place, and in any such case appropriate provision shall be made with
     respect to the rights and interests of such holder to the end that the
     provisions hereof (including, without limitation, provisions for adjustment
     of the Series B Conversion Price) shall thereafter be applicable, as nearly
     practicable, in relation to any shares of stock, securities or assets
     thereafter deliverable upon the exercise of such conversion rights
     (including, if necessary to effect the adjustments contemplated herein, an
     immediate adjustment, by reason of such reorganization, reclassification,
     consolidation, merger or sale, of the Series B Conversion Price to the
     value for the Common Stock reflected by the terms of such reorganization,
     reclassification, consolidation, merger or sale if the value so reflected
     is less than the Series B Conversion Price in effect immediately prior to
     such reorganization, reclassification, consolidation, merger or sale).  In
     the event of a merger or consolidation of the Corporation as a result of
     which a greater or lesser number of shares of common stock of the surviving
     corporation is issuable to holders of Common Stock of the Corporation
     outstanding immediately prior to such merger or consolidation, the Series B
     Conversion Price in effect immediately prior to such merger or
     consolidation shall be adjusted in the same manner as though there were a
     subdivision or combination of the outstanding shares of Common Stock of the
     Corporation.  The Corporation will not effect any such consolidation or
     merger, or any sale of all or substantially all of its assets and
     properties, unless prior to the consummation thereof the successor
     corporation (if other than the Corporation) resulting from such
     consolidation or merger or the corporation purchasing such assets shall
     assume by written instrument (in form reasonably satisfactory to the
     holders of at least a majority of the shares of Series B Preferred Stock at
     the time outstanding), executed and mailed or delivered to each holder of
     shares of Series B Preferred Stock at the last address of such holder
     appearing on the books of the Corporation, the obligation to deliver to
     such holder such shares of stock, securities or

                                       11
<PAGE>

     assets as, in accordance with the foregoing provisions, such holder may be
     entitled to receive.

               4H.  Conversion Upon Qualified IPO.  In the event that, at any
                    -----------------------------
     time while any of the Series B Preferred Stock shall be outstanding, (i)
     the Corporation shall complete an underwritten public offering underwritten
     by a securities firm of nationally recognized standing involving the sale
     by the Corporation of shares of Common Stock in which the aggregate net
     proceeds to the Corporation are at least $20,000,000 (a "Qualified IPO")
     and (b) the holders of a majority of the Series B Preferred Stock shall
     have elected, by giving written notice to the Corporation within 15 days
     after receipt of the related Liquidity Event Notice, to cause all
     outstanding shares of Series B Preferred Stock to be converted into Common
     Stock pursuant to this subparagraph 4H (and such holders shall not have
     elected to have their shares of Series B Preferred Stock redeemed by the
     Corporation pursuant to subparagraph 2B), then all outstanding shares of
     Series B Preferred Stock shall, automatically and without further action on
     the part of the holders of the Series B Preferred Stock, be converted into
     shares of Common Stock in accordance with the terms of this paragraph 4
     with the same effect as if the certificates evidencing such shares had been
     surrendered for conversion, such conversion to be effective simultaneously
     with the closing of such public offering, provided, however, that
                                               --------  -------
     certificates evidencing the shares of Common Stock issuable upon such
     conversion shall not be issued except on surrender of the certificates for
     the shares of the Series B Preferred Stock so converted.

               4I.  Notice of Adjustment.  Upon any adjustment of the Series B
                    --------------------
     Conversion Price, then and in each such case the Corporation shall give
     written notice thereof, by first class mail, postage prepaid, addressed to
     each holder of shares of Series B Preferred Stock at the address of such
     holder as shown on the books of the Corporation, which notice shall state
     the Series B Conversion Price resulting from such adjustment, setting forth
     in reasonable detail the method of calculation and the facts upon which
     such calculation is based.

               4J.  Other Notices.  In case at any time:
                    -------------

               (1)  the Corporation shall declare any dividend upon its Junior
          Stock payable in cash or stock or make any other distribution to the
          holders of its Junior Stock;

               (2)  the Corporation shall offer for subscription pro rata to the
                                                                 --- ----
          holders of its Common Stock any additional shares of stock of any
          class or other rights;

               (3)  there shall be any capital reorganization or
          reclassification of the capital stock of the Corporation, or a
          consolidation or merger of the Corporation with, or a sale of a
          substantial portion of its assets to, another entity; or

               (4)  there shall be a voluntary or involuntary dissolution,
          liquidation or winding up of the Corporation;

                                       12
<PAGE>

     then, in any one or more of said cases, the Corporation shall give, by
     first class mail, postage prepaid, addressed to each holder of any shares
     of Series B Preferred Stock at the address of such holder as shown on the
     books of the Corporation, (a) at least 45 days' prior written notice of the
     date on which the books of the Corporation shall close or a record shall be
     taken for such dividend, distribution or subscription rights or for
     determining rights to vote in respect of any such reorganization,
     reclassification, consolidation, merger, sale, dissolution, liquidation or
     winding up, and (b) in the case of any such reorganization,
     reclassification, consolidation, merger, sale, dissolution, liquidation or
     winding up, at least 45 days' prior written notice of the date when the
     same shall take place.  Such notice in accordance with the foregoing clause
     (a) shall also specify, in the case of any such dividend, distribution or
     subscription rights, the date on which the holders of Common Stock shall be
     entitled thereto, and such notice in accordance with the foregoing clause
     (b) shall also specify the date on which the holders of Common Stock shall
     be entitled to exchange their Common Stock for securities or other property
     deliverable upon such reorganization, reclassification, consolidation,
     merger, sale, dissolution, liquidation or winding up, as the case may be.

               4K.  Stock to be Reserved.  The Corporation will at all times
                    --------------------
     reserve and keep available out of its authorized Common Stock or its
     treasury shares, solely for the purpose of issue upon the conversion of the
     Series B Preferred Stock as herein provided, such number of shares of
     Common Stock as may then be issuable upon the conversion of all outstanding
     shares of Series B Preferred Stock.  The Corporation covenants that all
     shares of Common Stock which shall be so issued shall be duly and validly
     issued and fully paid and nonassessable and free from all taxes, liens and
     charges with respect to the issue thereof and, without limiting the
     generality of the foregoing, the Corporation covenants that it will from
     time to time take all such action as may be requisite to assure that the
     par value per share of the Common Stock is at all times equal to or less
     than the effective Series B Conversion Price.  The Corporation will take
     all such action as may be necessary to assure that all such shares of
     Common Stock may be so issued without violation of any applicable law or
     regulation, or of any requirements of any national securities exchange upon
     which the Common Stock of the Corporation may be listed.  The Corporation
     will not take any action which results in any adjustment of the Series B
     Conversion Price if the total number of shares of Common Stock issued and
     issuable after such action upon conversion of the Series B Preferred Stock
     would exceed the total number of shares of Common Stock then authorized by
     the Corporation's Certificate of Incorporation.

               4L.  No Reissuance of Series B Preferred Stock.  Shares of Series
                    -----------------------------------------
     B Preferred Stock which are converted into shares of Common Stock as
     provided herein shall not be reissued.

               4M.  Issue Tax.  The issuance of certificates for shares of
                    ---------
     Common Stock upon conversion of the Series B Preferred Stock shall be made
     without charge to the holders thereof for any issuance tax in respect
     thereof.

                                       13
<PAGE>

               4N.  Closing of Books.  The Corporation will at no time close its
                    ----------------
     transfer books against the transfer of any Series B Preferred Stock or of
     any shares of Common Stock issued or issuable upon the conversion of any
     shares of Series B Preferred Stock in any manner which interferes with the
     timely conversion of such Series B Preferred Stock.

               4O.  Definition of Common Stock.  As used in this paragraph 4,
                    --------------------------
     the term "Common Stock" shall mean and include the Corporation's authorized
     Common Stock, $.01 par value, and the Corporation's authorized Class A
     Common Stock, $.01 par value, as constituted on the date of the filing of
     this Certificate of Designations, and shall also include any capital stock
     of any class of the Corporation thereafter authorized which shall not be
     limited to a fixed sum or percentage of par value in respect of the rights
     of the holders thereof to participate in dividends or in the distribution
     of assets upon the voluntary or involuntary liquidation, dissolution or
     winding up of the Corporation, provided, however, that such term, when used
                                    --------  -------
     to describe the securities receivable upon conversion of shares of the
     Series B Preferred Stock of the Corporation, shall include only shares
     designated as Common Stock of the Corporation on the date of filing of this
     Certificate of Designations, any shares resulting from any combination or
     subdivision thereof referred to in subparagraph 4E, or in case of any
     reorganization or reclassification of the outstanding shares thereof, the
     stock, securities or assets provided for in subparagraph 4G.

               5.   Voting. Except as otherwise provided by law, the Certificate
                    ------
     of Incorporation of the Corporation or this Certificate of Designations,
     the holders of Preferred Stock shall not be entitled to vote on any matters
     to be voted on by the stockholders of the Corporation.

               6.   Restrictions.  At any time when shares of Preferred Stock
                    ------------
     are outstanding, except where the vote or written consent of the holders of
     a greater number of shares of Preferred Stock of the Corporation is
     required by law or the Certificate of Incorporation of the Corporation, and
     in addition to any other vote required by law, without the prior consent of
     the holders of at least 66-2/3% of the outstanding Preferred Stock, given
     in person or by proxy, either by written consent without a meeting or at a
     special meeting called for that purpose, at which meeting the holders of
     the shares of such Preferred Stock shall vote together as a class:

               (1)  the Corporation will not (i) create or authorize the
          creation of any additional class or series of shares unless the same
          ranks junior to the Preferred Stock as to the payment of dividends,
          redemption rights and the distribution of assets upon the liquidation,
          dissolution or winding up of the Corporation, (ii) increase the
          authorized amount of the Preferred Stock or the authorized amount of
          any additional class or series of shares unless the same ranks junior
          to the Preferred Stock as to the payment of dividends, redemption
          rights and the distribution of assets upon the liquidation,
          dissolution or winding up of the Corporation, (iii) create or
          authorize any obligation or security convertible into shares of
          Preferred Stock or into shares of any other class or series unless the

                                       14
<PAGE>

          same ranks junior to the Preferred Stock as to the payment of
          dividends, redemption rights and the distribution of assets upon the
          liquidation, dissolution or winding up of the Corporation, whether any
          such creation or authorization or increase shall be by means of
          amendment of the Certificate of Incorporation, by a Certificate of
          Designations, or by merger, consolidation or otherwise, (iv) modify or
          amend any right, preference or term of the Preferred Stock or (v)
          create or authorize any debt obligation or security of the Corporation
          convertible into (or which is issued or sold as a unit with a warrant
          or other right to subscribe for) any equity security of the
          Corporation (including, without limitation, Common Stock or equity
          securities junior to the Preferred Stock);

               (2)  the Corporation will not amend, alter or repeal the
          Corporation's Certificate of Incorporation or By-laws in any manner,
          or file any directors' resolutions pursuant to the General Corporation
          Law of the State of Delaware containing any provision, in either case,
          which adversely affects the respective preferences, qualifications,
          special or relative rights or privileges of the Preferred Stock or
          which in any manner adversely affects the Preferred Stock or the
          holders thereof;

               (3)  the Corporation will not purchase or set aside any sums for
          the purchase of any shares of stock of the Corporation or the purchase
          of any options, warrants or other rights to acquire any shares of
          stock of the Corporation, except for redemptions of Preferred Stock
          pursuant to paragraph 2 hereof; or

               (4)  the Corporation will not declare, or set aside funds for the
          payment of, dividends or distributions  on any class of stock of the
          Corporation, other than dividends on Preferred Stock pursuant to
          paragraph 1 hereof."


          IN WITNESS WHEREOF, this Certificate of Designations has been executed
by the Corporation as of this 27/th/ day of February, 2001.


                                   BANCTEC, INC.


                                   By /s/ Richard A. Mc Donough
                                      ------------------------------------------
                                      Richard A. McDonough
                                      Secretary





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