<PAGE>
                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                             TROVER SOLUTIONS, INC.


                  Trover Solutions, Inc., a corporation organized and existing
under the laws of the State of Delaware, hereby certifies as follows:

         1.       The name of the corporation is Trover Solutions, Inc. (the
"Corporation"). The Corporation was originally incorporated under the name
Administrative Technology Inc., and the original Certificate of Incorporation
was filed with the Secretary of State of the State of Delaware on June 30, 1988.

         2.       Pursuant to Section 245 of the Delaware General Corporation
Law, this Restated Certificate of Incorporation only restates and integrates the
provisions of the Certificate of Incorporation of the Corporation and does not
further amend the provisions of the Certificate of Incorporation of the
Corporation, as theretofore amended or supplemented, and there is no discrepancy
between those provisions and the provisions of this Restated Certificate of
Incorporation.

         3.       This Restated Certificate of Incorporation was duly adopted in
accordance with the provisions of Section 245 of the Delaware General
Corporation Law.

         4.       The text of the Certificate of Incorporation as heretofore
amended or supplemented is hereby restated to read in its entirety as follows:

         FIRST:            The name of the corporation is Trover Solutions, Inc.
(the "Corporation").

         SECOND:           The address of the Corporation's registered office in
the State of Delaware is 1209 Orange Street, New Castle County, Wilmington,
Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.

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

         FOURTH:           The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 22,000,000, consisting of
(i) 20,000,000 shares, par value $.001 per share, of Common Stock ("Common
Stock") and (ii) 2,000,000 shares, par value $.001 per share, of Preferred Stock
("Preferred Stock").


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         4.1      Common Stock Provisions.

                  4.1.1    Dividend Rights. Subject to the provisions of
applicable law and the preferences of the Preferred Stock, the holders of the
Common Stock shall be entitled to receive dividends at such times and in such
amounts as may be determined by the Board of Directors.

                  4.1.2    Voting Rights. Each holder of Common Stock shall have
one vote for each share on each matter submitted to a vote or consent of the
stockholders of the Corporation.

                  4.1.3    Liquidation Rights. In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
after payment or provision for payment of the debts and other liabilities of the
Corporation and the preferential amounts to which the holders of the Preferred
Stock shall be entitled, the holders of the Common Stock shall be entitled to
share ratably in the remaining assets of the Corporation.

         4.2      Preferred Stock Provisions.

                  4.2.1    The Preferred Stock may be issued from time to time
in one or more series. Subject to limitations prescribed by law and the
provisions of this Certificate of Incorporation or any amendment hereto,
authority is expressly granted to the Board of Directors to authorize the issue
of one or more series of Preferred Stock without any vote or other action by the
stockholders of the Corporation (the "Stockholders"), and to fix by designation
(the "Preferred Stock Designation") the voting powers, designations, preferences
and relative, participating, optional or other special rights, and the
qualifications, limitations and restrictions thereof to the full extent now or
hereafter permitted by law, including but not limited to the following:

                           (a)      The number of shares constituting that
                  series and the distinctive designation of the series.

                           (b)      The dividend rate (or method of determining
                  such rate) on the shares of that series, the conditions and
                  dates upon which such dividends shall be payable, whether such
                  dividends shall be cumulative, and, if so, from which date or
                  dates, and the relative rights of priority, if any, of payment
                  of dividends on shares of that series to the dividends payable
                  on any other class or series of stock of the Corporation;

                           (c)      Whether that series shall have voting
                  rights, in addition to the voting rights provided by law, and,
                  if so, the terms of such voting rights;


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<PAGE>

                           (d)      Whether or not the shares of that series
                  shall be convertible into or exchangeable for shares of any
                  other class or classes or of any other series of any class or
                  classes of stock of the Corporation, or convertible into or
                  exchangeable for other securities of the Corporation or
                  securities of any other corporation, partnership, or other
                  person or entity, and, if so, the times, prices, rates,
                  adjustments, and other terms and conditions of such conversion
                  or exchange;

                           (e)      Whether or not the shares of that series
                  shall be redeemable, in whole or in part, at the option of the
                  Corporation or at the option of the holder thereof or upon the
                  happening of a specified event, and if so, the times, prices
                  and other terms and conditions of such redemption;

                           (f)      Whether that series shall have a sinking
                  fund for the redemption or purchase of shares of that series,
                  and, if so, the terms and amount of such sinking fund;

                           (g)      The rights of the shares of that series in
                  the event of the voluntary or involuntary liquidation,
                  dissolution or winding up of the Corporation, and the relative
                  rights of priority, if any, with respect to payment of amounts
                  payable in such event on shares of that series to amounts
                  payable in such event on shares of any other class or series
                  of stock of the Corporation; and

                           (h)      Any other relative rights, preferences and
                  limitations of that series.

                  4.2.2    All shares of any one series of Preferred Stock shall
be identical except as to dates of issue and the dates from which dividends on
shares of the series issued on different dates shall accumulate (if cumulative).

                  4.2.3    If upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the assets available for
distribution to holders of shares of Preferred Stock of all series shall be
insufficient to pay such holders the full preferential amount to which they are
entitled, then such assets shall be distributed ratably among the shares of all
series of Preferred Stock in accordance with the respective preferential amounts
(including unpaid cumulative dividends, if any) payable with respect thereto.

         4.3      Other Provisions.

                  4.3.1    The Board of Directors shall have authority to
authorize the issuance from time to time without any vote or other action by the
stockholders of the Corporation, of any or all shares of stock of the
Corporation of any class at any time authorized, and any


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<PAGE>

securities convertible into or exchangeable for any such shares, in each case to
such persons and for such consideration and on such terms as the Board of
Directors from time to time in its discretion lawfully may determine; provided,
however, that the consideration for the issuance of shares of stock of the
Corporation having par value shall not be less than such par value. Shares so
issued, for which the consideration has been paid to the Corporation, shall be
fully paid, and the holders of such stock shall not be liable to any further
call or assessments thereon.

                  4.3.2    No holder of stock of any class or series of the
Corporation nor of any security convertible into or exchangeable for stock of
any class or series of the Corporation, nor of any warrant, option or right to
purchase, subscribe for or otherwise acquire stock of any class or series of the
Corporation, whether now or hereafter authorized, shall, as such holder, have
any preemptive right whatsoever to purchase, subscribe for or otherwise acquire
stock of any class or series of the Corporation, or any security convertible
into or exchangeable for, or any warrant, option or right to purchase, subscribe
for or otherwise acquire, stock of any class or series of the Corporation,
whether now or hereafter authorized. Nothing in this Section 4.3.2 shall be
deemed to eliminate or limit the ability of the Corporation to grant by contract
a preemptive right to purchase, subscribe for or otherwise acquire stock of any
class or series of the Corporation or any security convertible into or
exchangeable for, or any warrant, option or right to purchase, subscribe for or
otherwise acquire, stock of any class or series of the Corporation, whether now
or hereafter authorized.

                  4.3.3    The Board of Directors may set a record date in the
manner and for the purposes authorized in the Bylaws of the Corporation, with
respect to shares of stock of the Corporation of any class or series.

                  4.3.4    Pursuant to the authority conferred by this Article
FOURTH, a series of Preferred Stock has been designated as Series A Junior
Participating Preferred Stock, such series consisting of such number of shares,
with such voting powers and with such designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof as are stated and expressed in Exhibit A attached hereto
and incorporated herein by reference.

         FIFTH:

         5.1      Whenever the vote of stockholders at a meeting thereof is
required or permitted to be taken for or in connection with any corporate
action, whether by any provision of the Delaware General Corporation Law or of
the Corporation's Bylaws or of this Restated Certificate of Incorporation, such
corporate action may be taken without a meeting, without notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by all of the holders of outstanding stock of the Corporation.


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<PAGE>

         5.2      Special meetings of stockholders of the Corporation may be
called by the Chairman of the Board or by a majority of the Directors then in
office and shall be called by the Chief Executive Officer or the Secretary at
the request in writing of stockholders holding together at least a majority of
the numbers of shares of the Common Stock outstanding and entitled to vote at
such meeting.

         5.3      At a meeting of the stockholders of the Corporation, only such
business shall be conducted which has been properly brought before the meeting.
To be properly brought before a meeting of the stockholders, business must be
(i) specified in the notice of meeting (or any supplement thereto) given by, or
at the direction of, the Board of Directors, (ii) otherwise properly brought
before the meeting by or at the direction of the Board of Directors, or by a
stockholder. For business to be properly brought before a meeting by a
stockholder, the stockholder must have given timely notice of the business to
the Secretary of the Corporation. To be timely, a stockholder's notice must be
in writing delivered to or mailed, postage prepaid, and received by the
Secretary not less than 60 days nor more than 90 days prior to the meeting;
provided, however, that if less than 70 days notice or prior public disclosure
of the date of the meeting is given to stockholders, notice by the stockholder
to be timely must be received by the Secretary not later than the close of
business on the tenth day following the day on which notice of the date of the
meeting was mailed or public disclosure was made. For each matter the
stockholder proposes to bring before the meeting, the notice to the Secretary
shall include (i) a brief description of the business desired to be brought
before the meeting and the reasons for conducting the business at the meeting,
(ii) the name and address, as they appear on the Corporation's books, of the
stockholder proposing the business, (iii) the class and number of shares of the
Corporation which are beneficially owned by the stockholder and (iv) any
material interest of the stockholder in such business. Notwithstanding anything
in the Corporation's Bylaws to the contrary, no business shall be conducted at
the meeting except in accordance with the procedures set forth in this Section
5.3. The chairman of a meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
in accordance with the provisions of this Section 5.3. If the chairman
determines that business was not properly brought before the meeting in
accordance with the provisions of this Section 5.3, the business shall not be
transacted.

         5.4      Notwithstanding any other provisions of this Restated
Certificate of Incorporation or any provision of law which might permit a lesser
vote or no vote, but in addition to any affirmative vote of the holders of any
particular class or series of the capital stock of the Corporation required by
law, this Restated Certificate of Incorporation or any amendment hereto or any
Preferred Stock Designation, the affirmative vote of the holders of at least
66-2/3% of the voting power of all of the then outstanding shares of capital
stock of the Corporation entitled to vote on all matters submitted to the
stockholders of the Corporation generally (the "Voting Stock") shall be required
to alter, amend, repeal, or adopt any provision inconsistent with this Article
FIFTH.


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<PAGE>

         SIXTH:            Court May Sanction Compromise or Arrangement with
                           Creditors or Stockholders.

         Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its Stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or Stockholder thereof, or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation, under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the Stockholders or class of Stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the Stockholders or class of Stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of Stockholders, of this Corporation, as the case may be,
and also on this Corporation.

         SEVENTH:          Existence.

         The Corporation is to have perpetual existence.

         EIGHTH:           Board of Directors.

         8.1      The Board of Directors of the Corporation shall be such number
as is determined in accordance with the Bylaws of the Corporation. The directors
of the Corporation shall be divided into three classes, designated as Class A,
Class B and Class C. In the event that the number of directors shall not be
evenly divisible by three, the Board of Directors shall determine in which class
or classes the remaining director or directors, as the case may be, shall be
included. The term of office of each director shall be three years; provided,
however, that, the term of office of the directors in Class A shall expire at
the first annual meeting of the stockholders after the date of this Restated
Certificate of Incorporation [filed May 16, 1997], the term of the office of the
directors in Class B shall expire at the second annual meeting after the date of
filing of this Restated Certificate of Incorporation [filed May 16, 1997], and
the term of office of the directors in Class C shall expire at the third annual
meeting after the date of filing of this Restated Certificate of Incorporation
[filed May 16, 1997]. At each annual meeting of stockholders, directors shall be
elected for a full term of three years to succeed those whose terms expire.


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<PAGE>

         8.2      Nominations for election to the Board of Directors of the
Corporation at a meeting of stockholders may be made by the Board of Directors,
on behalf of the Board of Directors by any nominating committee appointed by the
Board of Directors, or by any stockholder of the Corporation entitled to vote
for the election of directors at the meeting. Nominations, other than those made
by or on behalf of the Board of Directors, shall be made by notice in writing
delivered to or mailed, postage prepaid, and received by the Secretary not less
than 60 nor more than 90 days prior to any meeting of stockholders called for
the election of directors; provided, however, that if less than 70 days notice
or prior public disclosure of the date of the meeting is given to stockholders,
the nomination must be received by the Secretary not later than the close of
business on the tenth day following the day on which notice of the date of the
meeting was mailed or public disclosure was made. The notice shall set forth:
(i) the name and address, as they appear on the Corporation's books, of the
stockholder who intends to make the nomination; (ii) the name, age, business
address and, if known, residence address of each nominee; (iii) the principal
occupation or employment of each nominee (iv) the class and number of shares of
stock of the Corporation which are beneficially owned by each nominee and by the
nominating stockholder; (v) any other information concerning the nominee that
must be disclosed of nominees in a proxy solicitation pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended; and (vi) the executed
consent of each nominee to being named in the proxy statement for such proxy
solicitation as a nominee, and to serve as a director of the Corporation, if
elected. The chairman of the meeting of stockholders may, if the facts warrant,
determine that a nomination was not made in accordance with the foregoing
procedures, and if the chairman should so determine, the chairman shall so
declare to the meeting and the defective nomination shall be disregarded.

         8.3      Newly created directorships resulting from any increase in the
number of directors and any vacancies on the Board of Directors resulting from
death, resignation, disqualification, removal or other cause shall be filled by
the affirmative vote of a majority of the directors then in office, even though
less than a quorum, or by the sole remaining director, as the case may be. Such
a director shall hold office until the first annual meeting of stockholders next
succeeding their election and until such director's successor shall have been
elected and qualified. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.

         8.4      Notwithstanding the foregoing Sections 8.1, 8.2 and 8.3 of
this Article EIGHTH, whenever the holders of any one or more classes or series
of Preferred Stock issued by the Corporation shall have the right, voting
separately by class or series, to elect directors at an annual or special
meeting of stockholders, (i) the election, filling of vacancies and other
features of such directorships shall be governed by the terms of this Restated
Certificate of Incorporation or the Preferred Stock Designation applicable to
such class or series of Preferred Stock, (ii) the then authorized number of
directors of the Corporation shall be increased by the number of additional
directors to be elected, and (iii) the directors so elected shall serve a term
which shall expire at the annual meeting of


                                        7
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stockholders next succeeding their election or as otherwise specified by the
terms of this Restated Certificate of Incorporation or the Preferred Stock
Designation applicable to such class or series.

         8.5      Unless and except to the extent that the Bylaws of the
Corporation shall so require, the election of directors of the Corporation need
not be by written ballot.

         8.6      Notwithstanding any other provisions of this Restated
Certificate of Incorporation or any provisions of law which might permit a
lesser vote or no vote, but in addition to any affirmative vote of the holders
of any particular class or series of the capital stock of the Corporation
required by law, this Restated Certificate of Incorporation or any amendment
hereto or any Preferred Stock Designation, the affirmative vote of the holders
of at least 66-2/3% of the voting power of all of the then outstanding shares of
Voting Stock, voting together as a single class, shall be required to alter,
amend, repeal, or adopt any provision inconsistent with, this Article EIGHTH.

         8.7      In furtherance, and not in limitation of the powers conferred
on it by statute, the Board of Directors is expressly authorized:

                  (a)      to adopt, amend or repeal the Bylaws of the
Corporation, subject to such restrictions upon the exercise of such power as may
be imposed by this Restated Certificate of Incorporation or any amendment
hereto;

                  (b)      to authorize and cause to be executed mortgages and
liens upon the whole or any part of the real and personal property of the
Corporation, without any action of or by the stockholders of the Corporation,
except as otherwise provided by statute; and

                  (c)      to set apart out of any of the funds of the
Corporation available for dividends a reserve or reserves for any proper purpose
or to abolish any such reserve in the manner in which it was created.

                  The Corporation may in its Bylaws confer powers upon its Board
of Directors in addition to the foregoing, and in addition to the powers and
authorities expressly conferred upon it by statute.

         8.8      The Board of Directors shall have power from time to time to
fix and to determine and vary the amount of the working capital of the
Corporation and to direct and determine the use and disposition of any surplus
or net profits over and above the capital as determined pursuant to, and subject
to, the provisions of the General Corporation Law of Delaware; and in its
discretion the Board of Directors may use and apply any such surplus or
accumulated profits in purchasing or acquiring bonds, debentures, notes, or
other obligations or securities of the Corporation or shares of its own stock of
any class so far as may be permitted by law, to such extent and in such manner
and upon such terms


                                        8
<PAGE>

as the Board of Directors shall deem expedient, but any such bonds, debentures,
notes, obligations, securities or stock so purchased or acquired (together with
any stock or securities acquired in satisfaction of a debt or otherwise), may be
resold. Nothing, however, shall be held to limit the general power of the
Corporation to apply any other funds or assets to the purchase or acquisition or
retirement of its stock, bonds, debentures, notes or other obligations or
securities.

         8.9      The Board of Directors, subject to the applicable provisions
of the General Corporation Law of Delaware, may from time to time determine
whether and to what extent and at what times and places and under what
conditions and regulations the accounts and books of the Corporation or any of
them shall be open to the inspection of the stockholders; and no stockholder
shall have any right to inspect any account book or document of the Corporation,
except as conferred by law or as authorized by the Board of Directors or by
resolutions of the Stockholders.

         8.10     The books of the Corporation may be kept within or without the
State of Delaware at such place or places as may be designated from time to time
by the Board of Directors.

         8.11     The Board of Directors may determine, from time to time, the
amount of compensation which shall be paid to its members. The Board of
Directors shall also have power, in its discretion, to provide for and to pay
directors rendering unusual or exceptional services to the Corporation special
compensation appropriate to the value of such services as determined by the
Board of Directors from time to time.

         8.12     Subject to the rights of the holders of any series of
Preferred Stock then outstanding to remove directors that the holders of such
Preferred Stock were entitled to elect, a director of the Corporation may be
removed only for cause. Such removal for cause may be effected only by the
resolution of all other Board members, stating such cause, or by the affirmative
vote of all other Board members or the holders of at least 66-2/3% of the voting
power of all of the then outstanding shares of Voting Stock, voting together as
a single class. No director so removed may be reinstated so long as the cause
for removal continues to exist. "Cause," within the meaning of this Article
EIGHTH, shall be limited to criminal acts and gross negligence.

         NINTH:            Liability of Directors.

         9.1      No Director of the Corporation shall be personally liable to
the Corporation or its Stockholders for monetary damages for any breach of
fiduciary duty by such Director as a Director. Notwithstanding the foregoing
sentence, a Director shall be liable to the extent provided by applicable law
(i) for breach of the Director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the


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Delaware General Corporation Law, or (iv) for any transaction from which the
Director derived an improper personal benefit. No amendment to or repeal of this
Section 9.1 shall apply to or have any effect on the liability or alleged
liability of any Director of the Corporation for or with respect to any acts or
omissions prior to such amendment or repeal.

         9.2      The Corporation shall indemnify, to the fullest extent
authorized or permitted and in the manner provided by law, any person made, or
threatened to be made, a party to any action, suit, or proceeding (whether
civil, criminal, or otherwise) by reason of the fact that he or she or a person
of whom he or she is the legal representative is or was a Director or officer of
the Corporation or by reason of the fact that such Director or officer, at the
request of the Corporation, is or was serving any other corporation,
partnership, joint venture, trust, employee benefit plan, or other enterprise,
in any capacity. Nothing contained herein shall affect any rights to
indemnification to which employees and agents other than Directors and officers
may be entitled by law, and the Corporation may indemnify such employees and
agents to the fullest extent and in the manner permitted by law. The rights to
indemnification set forth in this Section 9.2 shall not be exclusive of any
other rights to which any person may be entitled under any statute, provision of
this Restated Certificate of Incorporation, bylaw, agreement, contract, vote of
stockholders or disinterested directors, or otherwise. The Corporation also is
authorized to enter into contracts of indemnification.

         TENTH:            The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Restated Certificate of
Incorporation in the manner now or hereafter prescribed by statute, and all
rights conferred upon Stockholders herein are granted subject to this
reservation.

                  IN WITNESS WHEREOF, this Restated Certificate of Incorporation
has been signed by Douglas R. Sharps, its authorized officer this 10th day of
May, 2002.

                                    Trover Solutions, Inc.



                                    By: /s/ Douglas R. Sharps
                                       ----------------------------------------
                                       Douglas R. Sharps
                                       Executive Vice President - Finance and
                                        Administration, Chief Financial Officer
                                        and Secretary


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<PAGE>

                                                                       Exhibit A

                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK


         The following resolution was adopted by the Board of Directors of the
Corporation as required by Section 151 of the General Corporation Law at a
meeting duly called and held on February 12, 1999:

         RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of this Corporation (hereinafter called the "Board of
Directors" or the "Board") in accordance with the provisions of the
Corporation's Restated Certificate of Incorporation, as amended (the
"Certificate of Incorporation") the Board of Directors hereby creates a series
of Preferred Stock, par value $0.001 per share (the "Preferred Stock"), of the
Corporation and hereby states the designation and number of shares, and fixes
the relative rights, preferences, and limitations thereof as follows:

         Series A Junior Participating Preferred Stock:

         Section 1.        Designation and Amount. The shares of such series
shall be designated as "Series A Junior Participating Preferred Stock" (the
"Series A Preferred Stock") and the number of shares constituting the Series A
Preferred Stock shall be 500,000. Such number of shares may be increased or
decreased by resolution of the Board of Directors; provided, that no decrease
shall reduce the number of shares of Series A Preferred Stock to a number less
than the number of shares then outstanding plus the number of shares reserved
for issuance upon the exercise of outstanding options, rights or warrants or
upon the conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Stock.

         Section 2.        Dividends and Distributions.

                  (A)      Subject to the rights of the holders of any shares of
         any series of Preferred Stock (or any similar stock) ranking prior and
         superior to the Series A Preferred Stock with respect to dividends, the
         holders of shares of Series A Preferred Stock, in preference to the
         holders of common stock, par value $0.001 per share (the "Common
         Stock"), of the Corporation, and of any other junior stock, 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 first day of March, June, September and December
         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 (a) $1.00 or (b) subject to the
         provision for adjustment hereinafter set forth, 100 times the aggregate
         per share amount of all


<PAGE>

         cash dividends, and 100 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 the Corporation shall
         at any time declare or pay any dividend on the 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 in each such case the amount to which holders of shares of
         Series A Preferred Stock were entitled immediately prior to such event
         under clause (b) 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.

                  (B)      The Corporation shall declare a dividend or
         distribution on the Series A Preferred Stock as provided in paragraph
         (A) of this Section immediately after it declares a dividend or
         distribution on the Common Stock (other than a dividend payable in
         shares of Common Stock); provided 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 $1.00 per
         share 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,
         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 events such dividends shall begin to accrue and be
         cumulative from such Quarterly Dividend Payment Date. Accrued but
         unpaid dividends 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


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<PAGE>

         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.

         Section 3.        Voting Rights. The holders of shares of Series A
Preferred Stock shall have the following voting rights:

                  (A)      Subject to the provision for adjustment hereinafter
         set forth, each share of Series A Preferred stock shall entitle the
         holder thereof to 100 votes on all matters submitted to a vote of the
         stockholders of the Corporation. In the event the Corporation shall at
         any time declare or pay any dividend on the 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 in each such case the number of votes per share to which
         holders of shares of 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 herein, in any other
         Certificate of Designations creating a series of Preferred Stock or any
         similar stock, or by law, the holders of shares of Series A Preferred
         Stock and the holders of Common stock and any other capital stock of
         the Corporation having general voting rights shall vote together as one
         class on all matters submitted to a vote of stockholders of the
         Corporation.

                  (C)      Except as set forth herein, or as otherwise provided
         by law, holders 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 with holders of Common Stock as set
         forth herein) for taking any corporate action.

         Section 4.        Certain Restrictions.

                  (A)      Whenever quarterly dividends or other dividends or
         distributions payable on the Series A Preferred Stock as provided in
         Section 2 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:


                                        3
<PAGE>

                           (i)      declare or pay dividends, or make any other
                  distributions, on 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, or make any other
                  distributions, on any shares of stock ranking on parity
                  (either as to dividends or upon liquidation, dissolution or
                  winding up) with the Series A Preferred Stock, except
                  dividends paid ratably on 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)     redeem or 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 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 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 and may be reissued as part of a new series of
Preferred Stock subject to the conditions and restrictions on issuance set forth
herein, in the Certificate of Incorporation, or in any other Certificate of
Designations creating a series of Preferred Stock or any similar stock or as
otherwise required by law.


                                        4
<PAGE>

         Section 6.        Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to 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 $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment, provided that the holders of shares of Series A
Preferred Stock shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 100
times the aggregate amount to be distributed per share to holders of shares of
Common Stock, or (2) to 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 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 the Corporation shall at any time
declare or pay any dividend on the 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 in each such case the aggregate amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event under the proviso in clause (1) 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.

         Section 7.        Consolidation, Merger, etc. In case 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 or any other property, then in any such case each share of
Series A Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount of stock,
securities, cash 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 the Corporation shall at any time declare or pay any dividend on the
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 in each
such case 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.


                                        5
<PAGE>

         Section 8.        No Redemption. The shares of Series A Preferred Stock
shall not be redeemable.

         Section 9.        Rank. The Series A Preferred Stock shall rank, with
respect to the payment of dividends and the distribution of assets, junior to
all series of any other class of the Corporation's Preferred Stock.

         Section 10.       Amendment. The Certificate of Incorporation shall not
be amended in any manner which would materially alter or change the powers,
preferences or special rights of the Series A Preferred Stock so as to affect
them adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Series A Preferred Stock, voting
together as a single class.


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